Common use of Representations and Warranties of Assignee Clause in Contracts

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that to the Assignor as follows: (Aa) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (b) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of e) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (f) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gg) if it the Assignee is not incorporated under the laws of the United States Sates of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms Section 2.25(b) of the Credit Agreement, duly completed and executed ; and (h) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a LenderAssignee.

Representations and Warranties of Assignee. Each (a) The Assignee (i) represents and warrants confirms that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, any amendments or waivers thereto and has received other instruments or has documents furnished pursuant thereto, and any related documents, which have in each case been accorded the opportunity to receive requested by it, together with copies of the most recent any financial statements delivered pursuant to Section 5.06 thereofrequested by it, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) that it has, independently and without reliance upon on the Administrative Assignor, the Agent or any Lender other lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement Assignment and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such AssigneeAssumption; and (ii) agrees that (A) it will, independently and without reliance on upon the Administrative Agent, any Assignor, the Agent or any other Lenders, lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement and any other instruments or documents furnished pursuant thereto, and any related documents; (Biii) represents that it will perform in accordance with their terms all is eligible to become an assignee of the obligations Assigned Share pursuant to the terms, if any, of the Credit Agreement which limit assignees to persons having specified characteristics or falling within certain classes; and (iv) appoints the Agent to act in the capacity set forth in the Credit Agreement. (b) If the Assignee is a person subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Assignee represents and warrants that the execution, delivery and performance of this Assignment and Assumption, and the purchase of the Assigned Share, will not involve any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), other than a prohibited transaction which is covered by a currently effective class exemption granted by the terms U.S. Department of Labor pursuant to Section 408(a) of ERISA and Section 4975(c)(2) of the Loan Documents are required to be performed by it as a LenderCode.

Representations and Warranties of Assignee. Each Assignee Lender, upon execution and delivery hereof (or of any Incremental Facility Agreement) or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date (or, in the case of any Incremental Facility Agreement, as of the date of the effectiveness thereof) or as of the applicable Assignment Effective Date, as applicable, that (i) represents it is an Eligible Assignee, (ii) it has experience and warrants that expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be (or, in the case of any Affiliated Lender, it is otherwise able to bear the risk of investing in the applicable Commitments or Loans), (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control) and (iv) in the case of any Affiliated Lender, (A) it has full power and authorityis not in possession of any information regarding any Credit Party, and has taken all action necessaryits assets, its ability to execute and deliver this Agreement and perform its Obligations or any other matter that may be material to consummate a decision by any Lender to enter into any Assignment Agreement, or participate in any of the transactions contemplated hereby thereby, that has not previously been (1) disclosed publicly, (2) disclosed to the Administrative Agent and the Lenders or (3) posted on the portion of the Platform that is designated for Lenders that wish to become a Lender under receive material Non-Public Information with respect to Holdings, the Credit AgreementSubsidiaries or their Securities, (B) it meets all the requirements Affiliated Lender Limitation shall be satisfied as of such Assignment Effective Date after giving effect to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), any assignment or transfer thereto and (C) from and after it has established procedures reasonably designed to ensure that the Effective DateAffiliated Lender Limitation shall not be exceeded at any time it is a Lender (and, in the event it becomes aware of any such excess, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon promptly notify the Administrative Agent or any Lender thereof and based on shall, in coordination with the other Lenders that are Affiliated Lenders, promptly take such documents steps (including assignment and information transfer of Commitments and Loans) as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation shall be required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by eliminate such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderexcess).

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that to the Assignor as follows: (Aa) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (b) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of e) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (f) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gg) if it the Assignee is not incorporated under the laws of the United States Sates of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed ; and (h) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a LenderAssignee.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement (if not already a Lender thereunder), (B) it meets all the requirements to be an assignee under Section 9.07 12.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.04 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterests assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterests assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor or any other Assignee and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to the Borrower and the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent or any Assignor, Assignor or any other LendersAssignee, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (iA) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it meets all the requirements to be an assignee under Section 9.07 9.7 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 9.7 of the Credit Agreement), (Ciii) from and after the Amendment No. 2 Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (Div) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the such Assigned Interest, is experienced in acquiring assets of such type, (Ev) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 5.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such the Assigned Interest, (Fvi) it has, independently and without reliance upon the Administrative Agent Agent, any Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such the Assigned Interest, and (Gvii) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (iiB) agrees that (Ai) it will, independently and without reliance on the Administrative Agent, any Assignor, Assignor or any other LendersLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (Bii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee makes the following representations for the benefit of Assignor: (ia) represents Assignee is duly organized, validly existing and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated good standing under the laws of the United States State of America Delaware, is qualified to do business in the State of California, and the execution and delivery of this Agreement and the other instruments and documents contemplated hereby and the consummation by Assignee of the transactions described herein have been duly authorized by all required action on the part of Assignee. No consent or a state thereofapproval by any other person or entity is required in connection with the performance by Assignee of its obligations under this Agreement. (b) Assignee acknowledges that neither Assignor, nor anyone on behalf of Assignor, has made any representation, statement or prior warranty, expressed or implied, of any kind as to the date hereofphysical condition, environmental or otherwise, of the Property, upon which Assignee has relied or does rely. Assignee shall rely solely upon its own due diligence investigation to determine the physical condition of the Property. (c) Assignee is a sophisticated investor and the acceptance of the assignment contemplated herein shall be based upon its own independent, expert evaluation of the Note and the Loan Documents for each Loan and other materials deemed relevant by Assignee and its agents and professional advisors, including, as applicable, the nature, validity, enforceability, collectability, and value of the Note, the value of the Property, the existence, validity and lien position priority of the Deed of Trust, and all other facts it deems material to its purchase of the Note and the Loan Documents for each Loan, and is entering into this transaction solely on the basis of that investigation and Assignee’s own judgment. In entering into this Agreement, Assignee has delivered not relied upon any oral or written information, statements or representations from Assignor or any of Assignor’s employees, affiliates, agents or representatives, other than the express representations of the Assignor contained in Section 6 of this Agreement, whether expressed, implied or imposed by law including, without limitation the accuracy, completeness or reliability of any reports or other information made available by or on behalf of Assignor prepared by third parties, including, without limitation, appraisals, opinions of value, environmental site assessments, lien searches, title searches, property descriptions, or title insurance policies. Assignee has knowledge and experience in financial and business matters relating to Administrative Agent any documentation the ownership and collection of loan assets, and is capable of evaluating the merits and risks of investment in such assets. ASSIGNEE HEREBY WAIVES ANY RIGHT OR CAUSE OF ACTION ASSIGNEE MIGHT NOW OR IN THE FUTURE HAVE AGAINST ASSIGNOR AS A RESULT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS WAIVER DOES NOT INCLUDE ANY RIGHT OR CAUSE OF ACTION ASSIGNEE MAY HAVE AS A RESULT OF ASSIGNOR’S FAILURE TO PERFORM ANY EXPRESS COVENANT OF ASSIGNOR CONTAINED IN THIS AGREEMENT OR AS THE RESULT OF ANY BREACH OF OR ANY INACCURACY CONTAINED IN ANY REPRESENTATION OR WARRANTY OF ASSIGNOR CONTAINED IN THIS AGREEMENT. (d) In connection with Assignee’s renewal, extension, renegotiation, compromise, settlement or release of the Note or Deed of Trust (other than as may be required to be delivered by it pursuant to the terms of the Credit Agreementapplicable document) for any Loan, duly completed if any, Assignee shall endeavor to obtain from the obligor thereunder a release and executed discharge of Assignor from all claims, demands and causes of action which any such obligor may have against Assignor arising from or in connection with any act or omission occurring prior to the date of such release. If Assignee fails to obtain such release, Assignee agrees to protect, save and hold Assignor harmless from any expense or damage Assignor suffers that could have been prevented had Assignee obtained such release. All of the foregoing representations and warranties by such Assignee; Assignee shall be true and (ii) agrees correct as of Closing with the same force and effect as if made and given at that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenderstime, and based on such documents and information as it shall deem appropriate at survive the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderClosing.

Representations and Warranties of Assignee. Each Assignee (a) Assignee, as of the date of the Closing, does hereby represent and warrant to Assignor as follows: (i) represents Assignee has complete and warrants that (A) it has full unrestricted power and authorityauthority to sell, assign, and transfer its right, title and interest in the Lease as contemplated by this Assignment and Assumption Agreement. (ii) Neither the execution and delivery of this Assignment and Assumption Agreement nor compliance with the terms hereof on the part of Assignee will violate the Articles of Incorporation or Bylaws of Assignee, breach any governmental law, statute or regulation, or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Assignee is a party or by which it is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, claim, charge or encumbrance. (iii) Assignee has all necessary corporate power and authority to enter into this Assignment and Assumption Agreement and has taken all corporate action necessarynecessary to make this Assignment and Assumption Agreement enforceable upon Assignee in accordance with its terms. (b) Assignee covenants and agrees that Assignee will not assign the whole or any part of its right, title and interest hereby assigned to execute and deliver this Agreement and to consummate any person or entity other than Operating Assignee, without the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 prior written consent of the Credit Agreement Port Authority and Assignor, which consent shall not be unreasonably withheld. Assignor acknowledges and agrees that, for purposes of this subsection (subject to such consentsb) of this Section 5, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it consent shall be bound by deemed "unreasonably withheld" if the provisions of proposed assignee, in the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned InterestAssignor's reasonable opinion, is experienced financially capable of performing and satisfying in acquiring assets full each of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it respective obligations pursuant to the terms of the Credit Agreement, duly completed Lease and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make Assignor withholds its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderconsent.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that to Assignor, as of the date hereof and as of the Closing Date, as follows: (Aa) it Assignee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Assignee has full the requisite corporate power and authority, and has taken all action necessaryauthority to carry on the business in which it is engaged, to execute own its assets, to execute, deliver and deliver perform its obligations under this Agreement and the Assignee Documents, and to consummate the transactions contemplated hereby; (b) The execution and delivery by Assignee of, and the performance by Assignee of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by Assignee at the Closing pursuant to this Agreement (collectively, the “Assignee Documents”) and the consummation by Assignee of the transactions contemplated hereby (i) have been or will be duly authorized and to become a Lender under the Credit Agreementapproved by all necessary action of Assignee, (Bii) it meets all do not and will not require any further or additional consent, approval or authorization of Assignee, (iii) do not and will not violate, contravene or conflict with the requirements Articles of Incorporation or Bylaws of Assignee or any law, regulation, judgment, order or decree to be an assignee under Section 9.07 which Assignee or any of its assets are subject, (iv) do not and will not require the Credit Agreement consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreementbeyond that which has already been obtained), (Cv) from do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Assignee is a party, by which Assignee is bound or to which any of Assignee’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Assignee’s assets; (c) This Agreement constitutes and each of the other Assignee Documents will constitute the legal, valid and binding agreement of Assignee enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (d) To the best of Assignee’s knowledge, there are no Claims against or affecting Assignee that restrain or prohibit (or seek to restrain or prohibit) the consummation by Assignee of the transactions contemplated hereby; (e) Assignee represents that it is knowledgeable and experienced in financial and business matters, capable of evaluating the merits and risk of acquiring the Company and entering into this Agreement. Assignee further represents that it has fully investigated the Company and the industry to Assignee’s satisfaction. Assignee represents that it is familiar with the business operations, prospects, assets, liabilities and financial condition of the Company; (f) Assignee represents that it is fully aware that Assignor makes no guarantee that the business of the Company will be successful or will achieve any specific level of gross or net income in operating the business after the Effective Date, it shall be bound by ; and (g) Assignee represents and warrants that the provisions Interests sold under this Agreement are sold “as is,” without any warranty whatsoever except for the representations and warranties expressly set forth in this Agreement. Assignee acknowledges that this Agreement and the transactions contemplated hereby are accepted and based on its own knowledge of the Credit Agreement industry and of the Company and on the basis of Assignee’s opinion of the value of the Interests. Assignee represents that it has not relied on any representation made by Assignor, its agent, or any third-party except as a Lender thereunder and, expressly stated in this Agreement. Assignee acknowledges and represents that no representation or warranty has been made relating to the extent value of the relevant Assigned InterestCompany, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets business of the type represented by the Assigned Interest and either itCompany, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy value of the Credit Agreement and has received Interests transferred under this Agreement, except as expressly stated in this Agreement. No representation or warranty has been accorded made, whether express or implied, as to the opportunity to receive copies value of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon Interests or the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws profitability of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms business of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderCompany.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants to Assignor that (A) it has full power and authority, and Assignee has taken all requisite corporate and other action necessary, to authorize Assignee to execute and deliver this Agreement and to consummate issue the transactions contemplated hereby Shares and to become a Lender permit it to perform its obligations hereunder and thereunder. This Agreement has been duly executed by an authorized officer of Assignee and constitutes the valid, binding and enforceable obligations of Assignee. No authorization, approval or consent of, or notice to, any person under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement certificate of incorporation or bylaws, or any amendments thereof, of Assignee, or under any other relevant agreements, documents or instruments of Assignee, or under applicable law that has not been obtained or given by Assignee is required to be obtained or given by Assignee as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated date hereof with respect to decisions to acquire assets the execution and delivery by Assignee of this Agreement, the issuance of the type represented Shares, the consummation by the Assigned Interest and either it, Assignee of any transaction contemplated hereby or thereby or the person exercising discretion in making performance and discharge by Assignee of its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it obligations hereunder or thereunder. Assignee has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, acquire the Note and (G) if it is the Security Documents and has not incorporated under relied on any statements or representations whatsoever from Assignor associated with the laws financial status of the United States maker of America the Note or its collectibility. Assignee is acquiring the Note for its own account, for investment and not with a state thereofview to distribution. Assignee represents and warrants that the Shares, on or prior to the date hereof, it has when issued and delivered to Administrative Agent any documentation required to be delivered by it pursuant to in accordance with the terms of this Agreement against the Credit AgreementAssignment therefor, will be duly completed and executed by such Assignee; validly issued, fully paid, non-assessable and (ii) agrees that (A) it willfree and clear of all liens, independently charges, claims and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderencumbrances.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee a Lender under Section 9.07 9.7 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 9.7 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterest assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interest assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterest assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 5.2 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interest assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interest assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, Agent or any other LendersLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that: (a) The Assigned Interest is being acquired by Assignee for Assignee’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, Assignee does not agree to hold the Assigned Interest for any minimum or specific term and reserves the right to dispose of the Assigned Interest at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws); (Ab) Assignee has had an opportunity to review the public filings of Unigene and to discuss with Assignor, and ask questions of Assignor regarding, the business of Unigene, and its management and financial affairs and the terms and conditions of the Credit Opportunities Note and the other Transaction Documents; (c) Assignee understands that the transfer of the Assigned Interest from Assignor to Assignee has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of Assignee’s representations expressed herein; (d) Assignee understands that the Assigned Interest is a “restricted security” under applicable U.S. laws and that, pursuant to these laws, Assignee must hold the Assigned Interest unless it is registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and may bear restricted legends to such effect), and further understands that the Assigned Interest is subject to certain restrictions on transfer pursuant to the Transaction Documents; (e) Assignee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Assigned Interest; (f) The Assigned Interest was not offered or sold to Assignee by way of any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act); and (g) Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderhereby.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that: (a) The Assigned Interest is being acquired by Assignee for Assignee’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, Assignee does not agree to hold the Assigned Interest for any minimum or specific term and reserves the right to dispose of the Assigned Interest at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws); (Ab) Assignee has had an opportunity to review the public filings of Unigene and to discuss with Assignor, and ask questions of Assignor regarding, the business of Unigene, and its management and financial affairs and the terms and conditions of the Replacement VPC Note and the other Transaction Documents; (c) Assignee understands that the transfer of the Assigned Interest from Assignor to Assignee has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of Assignee’s representations expressed herein; (d) Assignee understands that the Assigned Interest is a “restricted security” under applicable U.S. laws and that, pursuant to these laws, Assignee must hold the Assigned Interest unless it is registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and may bear restricted legends to such effect), and further understands that the Assigned Interest is subject to certain restrictions on transfer pursuant to the Transaction Documents; (e) Assignee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Assigned Interest; (f) The Assigned Interest was not offered or sold to Assignee by way of any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act); and (g) Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderhereby.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that that: (Aa) it Assignee is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has full the corporate power and authorityauthority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into, and perform its obligations under the Owner Participant Agreements. Assignee's parent, Atlas Worldwide Holdings, Inc., a Delaware corporation ("GUARANTOR"), will provide a guaranty ("GUARANTY") of the obligations of the Assignee in accordance with Section 10.1.1(a)(vi) of the Participation Agreement, has taken a Net Worth of at least $75,000,000; (b) Assignee has taken, or caused to be taken, all necessary corporate action necessary(including, without limitation the obtaining of any consent or approval of stockholders required by its Certificate of Incorporation or By-laws) to execute authorize the execution and deliver delivery of this Agreement and the performance of its obligations hereunder; (c) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligation hereunder and under the agreements assigned to consummate and assumed by Assignee under this Agreement and the consummation by Assignee on the date of this Agreement of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of its Certificate of Incorporation or By-laws of Assignee, (b) violate any Law applicable to become or binding on the Assignee (it being understood that this representation is not made with respect to any Law to the extent that such Law relates to ERISA or any Plan) or (c) violate or constitute any default under (other than any violation or default that would not result in a Lender Material Adverse Change to Assignee), or result in the creation of any Lien (other than as provided for or otherwise permitted in the Operative Agreements) upon the Trust Estate, under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Assignee is a party or by which Assignee or any of its properties is bound or may be affected in any material respect; (d) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder and under the Credit agreements assigned to and assumed by Assignee under this Agreement and the consummation by Assignee on the date of this Agreement of the transactions contemplated hereby and thereby do not and will not require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of (a) any trustee or other holder of any Debt of Assignee and (b) any Government Entity other than the filing of (i) this Agreement, (Bii) it meets all Amendment No. 2 to Trust Agreement dated as of August 17, 2004 between the requirements Owner Trustee and the Assignee (the "TRUST AMENDMENT"), and (iii) an affidavit of citizenship by each of the Assignee and the Owner Trustee pursuant to Section 47.7(c)(2)(ii) of the Federal Aviation Regulations; (e) this Agreement has been duly authorized, executed and delivered by Assignee, and this Agreement and the agreements assigned to and assumed by Assignee under this Agreement (assuming the due authorization, execution and delivery by each party to such documents other than Assignee) constitute the legal, valid and binding obligations of Assignee and are enforceable against Assignee in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity; (f) no part of the funds to be an assignee used by Assignee or Guarantor to acquire or hold its interests in the Trust Estate to be acquired by it under Section 9.07 this Agreement directly or indirectly constitutes assets of the Credit Agreement a Plan; (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (Cg) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder andthere are no pending or, to the extent Actual Knowledge of Assignee, threatened actions or proceedings against Assignee or Guarantor before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Assignee or Guarantor, would materially adversely affect the ability of Assignee to perform its obligations under this Agreement or any of the relevant Assigned Interest, shall have agreements assigned to and assumed by Assignee under this Agreement or the Guarantor to perform its obligations of a Lender thereunder, under the Guaranty; (Dh) it is sophisticated with respect neither Assignee nor any person Assignee has authorized to decisions act on its behalf has directly or indirectly offered any beneficial interest in or Security relating to acquire assets the ownership of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent Aircraft or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under interest in the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any AssignorTrust Estate, or any of the Equipment Notes or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions interest in taking or not taking action Security under the Loan DocumentsTrust Indenture for sale to, and (B) it will perform in accordance with their terms all or solicited any offer to acquire any of the obligations which by the terms same from, any Person in violation of the Loan Documents are required Securities Act or applicable state securities Laws; (i) no Person acting on behalf of Assignee or Guarantor is or will be entitled to be performed any broker's fee, commission or finder's fee in connection with the transactions contemplated by it as a Lender.this Agreement; (j) Assignee satisfies the "Transferee" requirements set forth in Section 10.1.1(a)(v) of the Participation Agreement by virtue of the Trust Amendment;

Representations and Warranties of Assignee. Each Assignee (i) assignee of Loans represents and warrants that warrants, as of the effective date of such assignment, that: (A) it has full power Such assignee is experienced in evaluating and authorityinvesting in private placement transactions of securities of start up companies such as the Borrower, and has taken all action necessaryeither individually or through its current officers such knowledge and experience in financial and business matters that such assignee is capable of evaluating and understanding the merits and risks of such assignee’s prospective investment in the Borrower and forming an investment decision with respect thereto, and has the ability to execute and deliver this Agreement and to consummate bear the transactions contemplated hereby and to become a Lender under economic risks of the Credit Agreement, investment; (B) it meets all Such assignee is an “accredited investor” within the requirements to be an assignee under Section 9.07 meaning of the Credit Agreement (subject to such consents, if anyRule 501 of Regulation D, as may be required presently in effect, under Section 9.07 of the Credit Agreement), Securities Act; (C) Such assignee is acquiring the Loans for investment for such assignee’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Such assignee further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Loans; (D) Such assignee understands that the Loans have not been and, when issued, will not be registered under the Securities Act or any state or other securities law, and that the Loans are being issued in transactions exempt from the registration requirements of the Securities Act. Such assignee acknowledges that the Loans must be held indefinitely and after shall not offer or sell the Effective Date, it shall be bound by Loans except pursuant to an effective registration statement under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable State laws. Such assignee is aware of the provisions of Rule 144 promulgated under the Credit Agreement as Securities Act which permit limited resale of shares purchased in a Lender thereunder andprivate placement subject to the satisfaction of certain conditions; among the conditions for use of Rule 144 may be the availability of current information to the public about the Borrower; such information is not now available and the Borrower has no present plans to make such information available; (E) Such assignee understands that no public market now exists for any of the Loans issued by the Borrower, and that it is unlikely that a public market will ever exist for the Loans; (F) Such assignee acknowledges that, to the extent of applicable, each Note evidencing the relevant Assigned InterestLoans shall be endorsed with the legends substantially in the form set forth below, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented as well as any additional legend imposed or required by the Assigned Interest Borrower’s governing documents or applicable state securities laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” (G) Such assignee has received and either itreviewed information about the Borrower and has had an opportunity to discuss the Borrower’s business, or management and financial affairs with its management and to review the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) Borrower’s facilities. Such assignee believes it has received a copy all the information it considers necessary or appropriate for deciding whether to purchase the Loans. Such assignee understands and acknowledges that such discussions, as well as any written information issued by the Borrower, (i) were intended to describe the aspects of the Credit Agreement Borrower’s business and has received or has been accorded prospects which the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required Borrower believes to be delivered by it pursuant to the terms of the Credit Agreementmaterial, duly completed and executed by such Assignee; but were not necessarily an exhaustive description, and (ii) agrees may have contained forward-looking statements involving known and unknown risks and uncertainties which may cause the Borrower’s actual results in future periods or plans for future periods to differ materially from what was anticipated and that (A) it will, independently and without reliance on no representations or warranties were or are being made with respect to any such forward-looking statements or the Administrative Agent, probability of achieving any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the terms representations and warranties of the Loan Documents are required Borrower in this Agreement or the right of the assignee to be performed by it as a Lenderrely thereon.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement (if not already a Lender thereunder), (B) it meets all the requirements to be an assignee under Section 9.07 12.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.04 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterests assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterests assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor or any other Assignee and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interests assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent or any Assignor, Assignor or any other LendersAssignee, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 12.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.04 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterests assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterests assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor or any other Assignee and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interests assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent or any Assignor, Assignor or any other LendersAssignee, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 9.06 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 9.06 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. #5701439

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become (or remain, as the case may be) a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 10.7 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 10.7 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 5.2 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender increase its Pro Rata Share under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender the other Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneeit; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent any Assignor, Assignor or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit this Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 12.08 of the Existing Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.08 of the Existing Credit Agreement), (C) from and after the Effective Closing Date, it shall be bound by the provisions of the Credit this Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterest assigned to it hereunder, shall have the obligations of a Lender thereunderhereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interest assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterest assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive and review a copy of this agreement and copies of the most recent financial statements delivered pursuant to Section 5.06 thereof5.01(c) hereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interest assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interest assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent or any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that that: (Aa) it Assignee is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has full the corporate power and authorityauthority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into, and perform its obligations under the agreements assigned to and assumed by Assignee under this Agreement. Assignee's parent, Atlas Worldwide Holdings, Inc., a Delaware corporation ("GUARANTOR"), will provide a guaranty ("GUARANTY") of the obligations of the Assignee in accordance with Section 10.1.1(a)(vi) of the Participation Agreement and has taken tangible Net Worth of at least $75,000,000; (b) Assignee has taken, or caused to be taken, all necessary corporate action necessary(including, without limitation, the obtaining of any consent or approval of stockholders required by its Certificate of Incorporation or Bylaws) to execute authorize the execution and deliver delivery of this Agreement and the performance of its obligations hereunder and the agreements assigned to consummate and assumed by Assignee under this Agreement; (c) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder, and under the agreements assigned to and assumed by Assignee under this Agreement, and the consummation by Assignee on the date of this Agreement of the transactions contemplated hereby and to become a Lender under the Credit Agreementthereby, do not and will not (i) violate any provision of its Certificate of Incorporation or Bylaws, (Bii) violate any Law applicable to or binding on the Assignee (it meets all the requirements being understood that this representation is not made with respect to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, any Law to the extent that such Law relates to ERISA or any Plan) or (iii) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to Assignee), or result in the creation of any Lien (other than as provided for or otherwise permitted xx xxx Xxxxxxxxe Agreements) upon the Trust Estate, under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Assignee is a party or by which Assignee or any of its properties is bound or may be affected in any material respect; (d) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder, and under the agreements assigned to and assumed by Assignee under this Agreement, and the consummation by Assignee on the date of this Agreement of the relevant Assigned Interest, shall have transactions contemplated hereby and thereby do not and will not require the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either itconsent or approval of, or the person exercising discretion giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in making its decision to acquire the Assigned Interest, is experienced in acquiring assets respect of such type, (Ei) it has received a copy any trustee or other holder of the Credit Agreement and has received or has been accorded the opportunity to receive copies any Debt of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; Assignee and (ii) agrees that any Government Entity other than the filing of (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, this Agreement and (B) it will perform Amendment No. 2 to Trust Agreement dated as of August 19, 2004 between the Owner Trustee and the Assignee (the "TRUST AMENDMENT"); (e) this Agreement has been duly authorized, executed and delivered by Assignee, and this Agreement and the agreements assigned to and assumed by Assignee under this Agreement (assuming the due authorization, execution and delivery by each party to such documents other than Assignee) constitute the legal, valid and binding obligations of Assignee and are enforceable against Assignee in accordance with their the respective terms all thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity; (f) no part of the funds to be used by Assignee or Guarantor to acquire or hold its interests in the Trust Estate to be acquired by it under this Agreement directly or indirectly constitutes assets of a Plan; (g) there are no pending or, to the Actual Knowledge of Assignee, threatened actions or proceedings against Assignee or Guarantor before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Assignee or Guarantor, would materially adversely affect the ability of Assignee to perform its obligations which by the terms under this Agreement or any of the Loan Documents are required agreements assigned to and assumed by Assignee under this Agreement or the Guarantor to perform its obligations under the Guaranty, except as has been and disclosed by Assignee in its public filings with the Securities and Exchange Commission and in the disclosure statement, as amended, filed in connection with the plan of reorganization with the United States Bankruptcy Court for the Southern District of Florida; (h) neither Assignee nor any person Assignee has authorized to act on its behalf has directly or indirectly offered any beneficial interest in or Security relating to the ownership of the Aircraft or any interest in the Trust Estate, or any of the Equipment Notes or any other interest in or Security under the Trust Indenture for sale to, or solicited any offer to acquire any of the same from, any Person in violation of the Securities Act or applicable state securities Laws; (i) no Person acting on behalf of Assignee or Guarantor is or will be performed entitled to any broker's fee, commission or finder's fee in connection with the transactions contemplated by this Agreement; (j) other than as provided in Section 8.4.3 of Amendment No. 1 to Lease Agreement (the "LEASE AMENDMENT") dated as of July 27, 2004, by and between Assignee and Lessor, Assignee's beneficial interest in the Trust Estate is being acquired for it as by its own account, for investment and not with a Lender.view to any resale or distribution thereof, except that, subject to the restrictions on transfer set forth in Section 10 of the Participation Agreement and the transfer requirements contained in Section 8.4.3 of the Lease Amendment, the disposition by Assignee of its beneficial interest in the Trust Estate shall at all times be within its control; (k) Assignee satisfies the "Transferee" requirements set forth in Section 10.1.1(a)(vi) of the Participation Agreement by virtue of the Trust Amendment; (l) the Trust Estate is free of Lessor Liens attributable to it; and (m) after giving effect to this assignment, there will be no more than one Owner Participant with respect to the Transaction;

Representations and Warranties of Assignee. Each The Assignee (i) represents ------------------------------------------ and warrants that to the Assignor as follows: (Aa) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (b) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of e) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (f) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gg) if it the Assignee is not incorporated under the laws of the United States of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms Section 2.25(b) of the Credit Agreement, duly completed and executed ; and (h) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a LenderAssignee.

Representations and Warranties of Assignee. Each Assignee represents and warrants to Owners that the following are true, complete and correct as of the date of this Agreement and as of the Closing: (i) represents Assignee is duly organized, validly existing, in good standing and warrants that (A) it qualified and empowered to conduct its business, and has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision authority to enter into and fully perform and comply with the terms of this Agreement. Neither the execution and delivery of this Agreement nor its performance by Assignee, will conflict with or result in the breach of any material contract, agreement, law, rule or regulation to which Assignee is a party or by which Assignee is bound. (ii) This Agreement is valid and enforceable against Assignee in accordance with its terms and each instrument to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision be executed by Assignee pursuant to enter into this Agreement or the Registration Rights Agreement, or in connection herewith or therewith, will, when executed and delivered, be valid and enforceable against Assignee in accordance with its terms. (iii) Upon Closing, Assignee shall deliver to purchase such Assigned Interestthe respective OP Unit Sellers good and marketable title to the Initial OP Units free and clear of all liens, claims, encumbrances, and restrictions, except as contained in this Agreement, the Registration Rights Agreement and the Assignee's Partnership Agreement. (Giv) if it is not incorporated under the laws The capitalization of the United States Assignee is as set forth in the Assignee's Partnership Agreement. There are no restrictions on the transfer of America the OP Units to be issued hereunder other than those contained herein and in the Assignee's Partnership Agreement and the Registration Rights Agreement, and those arising from federal and applicable state securities laws. All OP Units issued and outstanding in accordance with the terms of this Agreement are or a state thereofwill be duly authorized and validly issued in accordance with the terms of the Assignee's Partnership Agreement and in compliance with applicable laws and are exchangeable into cash or Common Shares of AREIC as provided in the Assignee's Partnership Agreement. If and when issued, the Common Shares issuable upon exchange of the OP Units will be duly authorized, validly issued, fully paid and non-assessable. At the Closing, upon receipt of the Initial Partnership Interests, the Assignee will have transferred the Initial OP Units free and clear of all liens and the OP Unit Sellers will be admitted as limited partners of Assignee. The issuance of the Initial OP Units to the OP Unit Sellers at Closing will not require any approval or consent of any person or entity except any such approval that shall have been obtained on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderClosing.

Representations and Warranties of Assignee. Each Assignee (i) represents hereby represents, warrants, acknowledges and warrants agrees that (Aa) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereby, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (Eb) it has received a copy of the Credit Agreement Agreement, the Security Documents and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereofNote, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned InterestAssignment, (Fc) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and an independent decision to enter into this Agreement and to purchase such Assigned InterestAssignment, and without reliance on any representation, warranty, covenant or undertaking by Assignor, whether written, oral or implicit, other than as expressly set out in this Assignment, (Gd) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to experience and expertise in the terms making of the Credit Agreementor investing in commitments or loans, duly completed and executed by such Assignee; and (ii) agrees that (Ae) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Assigned Documents, and (Bf) it will perform in accordance the Assignor assumes no responsibility with their terms all respect to (i) other than the representations and warranties of the obligations which Assignor expressly set forth in Section 2 above, any statements, warranties or representations made in or in connection with the Agreement or any other Assigned Document, (ii) the financial condition of the Debtor, any of its subsidiaries or affiliates or any other person or entity obligated in respect of any Assigned Document, (iii) the performance or observance by the terms Debtor, any of its subsidiaries or affiliates or any other person or entity of any of their respective obligations under any Assigned Document or (iv) collectibility and enforceability of the Loan Assigned Documents, or title, documentation, priority of lien or value of collateral, and subject to the foregoing, Assignee accepts the Assigned Documents are required being transferred to it on an "as is", " where is" basis with all faults and subject to any and all valid claims or defenses of all types which may be performed asserted against Assignor or Assignee by it as a Lenderany party.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender the other Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneeit; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent any Assignor, Assignor or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) hereby represents and warrants to Assignor and the Company as of the Effective Date as follows: (a) Assignee understands and acknowledges that the Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Assignee is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). (c) Assignee (A) it has full power knowledge and authority, experience in financial and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to business matters such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) that it is sophisticated with respect to decisions to acquire assets capable of evaluating the type represented by merits and risks of purchasing the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsSecurities, and (B) is able to bear the economic risk of an investment in the Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Assignee is acquiring the Securities for its own account for investment purposes and not with a view to, or for offer or sale for the Company in connection with, the distribution or resale thereof. (e) Assignee understands and agrees that the Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and that the Securities may not be offered, sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Assignee agrees, on its own behalf and on behalf of any accounts for which Assignee is acting, that if Assignee should sell or otherwise transfer any Securities, it will perform in accordance with their terms all do so only (A) pursuant to an exemption from the registration requirements of the obligations which by Securities Act (if available) or if the terms Securities Act does not apply or (B) pursuant to an effective registration statement under the Securities Act, and Assignee further agrees to provide to any Person purchasing any of the Loan Documents Securities from it a notice advising such Assignee that resales of the Securities are required restricted as stated herein. (f) The Assignee understands that the Securities purchased pursuant to this Agreement will be performed by in unregistered form only and that any certificates delivered to it as in respect of the Securities will bear a Lenderlegend substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN THE COMPANY AND WINGXXX XXXTNERS II, L.P. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that to the Assignor as follows: (Aj) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (k) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (l) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (m) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of n) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (o) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gp) if it the Assignee is not incorporated under the laws of the United States Sates of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed ; and (q) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a LenderAssignee.

Representations and Warranties of Assignee. Each Assignee represents and warrants that: (a) it is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite power, authority and legal right to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into, and perform its obligations under the Owner Participant Agreements; (b) Assignee's parent has a tangible net worth at least equal to $75 million; (c) Assignee has taken, or caused to be taken, all necessary corporate action (including, without limitation, the obtaining of any consent or approval of stockholders required by its constituent documents) to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligation hereunder and under the agreements assigned to and assumed by Assignee under this Agreement and the consummation by Assignee on the Effective Date of the transactions contemplated hereby, do not and will not (i) represents violate any provision of its constituent documents, (ii) violate any Law applicable to or binding on Assignee (it being understood that this representation is not made with respect to any Law to the extent that such Law relates to ERISA or any Plan) or (iii) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to Assignee), or result in the creation of any Lien (other than as provided for or otherwise permitted in the Operative Agreements) upon the Trust Estate under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Assignee is a party or by which Assignee or any of its properties is bound or may be affected in any material respect; (e) the execution and warrants that (A) it has full power and authoritydelivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder, and has taken all action necessaryunder the agreements assigned to and assumed by Assignee under this Agreement, to execute and deliver this Agreement and to consummate the consummation by Assignee on the Effective Date of the transactions contemplated hereby and to become a Lender under thereby do not and will not require the Credit consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of (i) any trustee or other holder of any Debt of Assignee and (ii) any Government Entity other than the filing of (A) this Agreement, (B) it meets all Amendment No. 2 to Trust Agreement dated as of August 27, 2004 between the requirements to be an assignee under Section 9.07 of Owner Trustee and the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), Assignee and (C) from and after the Effective Date, it shall be bound an affidavit of citizenship by the provisions each of the Credit Assignee and the Owner Trustee pursuant to Section 47.7(c)(2)(ii) of the Federal Aviation Regulations; (f) this Agreement has been duly authorized, executed and delivered by Assignee, and this Agreement and the agreements assigned to and assumed by Assignee under this Agreement (assuming the due authorization, execution and delivery by each party to such documents other than Assignee) constitute the legal, valid and binding obligations of Assignee and are enforceable against Assignee in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a Lender thereunder andproceeding at law or in equity; (g) no part of the funds to be used by Assignee to acquire or hold its interests in the Trust Estate to be acquired by it under this Agreement directly or indirectly constitutes assets of a Plan; (h) there are no pending or, to the extent Actual Knowledge of Assignee, threatened actions or proceedings against Assignee before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Assignee, would materially adversely affect the ability of Assignee to perform its obligations under this Agreement or any of the relevant Assigned Interestagreements assigned to and assumed by Assignee under this Agreement or Assignee's parent to perform its obligations under the guaranty of Assignee's obligations as Owner Participant, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or except as has been accorded and disclosed by Assignee and Assignee's parent in their public filings with the opportunity to receive copies Securities and Exchange Commission and in the disclosure statement, as amended, filed in connection with the Assignee's Final Modified Second Amended Joint Plan of the most recent financial statements delivered Reorganization which was approved pursuant to Section 5.06 thereofa confirmation order entered on July 16, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of 2004 by the United States Bankruptcy Court for the Southern District of America Florida; (i) neither Assignee nor any person Assignee has authorized to act on its behalf has directly or a state thereof, on indirectly offered any beneficial interest in or prior Security relating to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms ownership of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on Aircraft or any interest in the Administrative Agent, any AssignorTrust Estate, or any of the Equipment Notes or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions interest in taking or not taking action Security under the Loan DocumentsTrust Indenture for sale to, and (B) it will perform in accordance with their terms all or solicited any offer to acquire any of the obligations which by the terms same from any Person in violation of the Loan Documents are required Securities Act or applicable state securities Laws; (j) no Person acting on behalf of Assignee is or will be entitled to be performed any broker's fee, commission or finder's fee in connection with the transactions contemplated by it as a Lender.this Agreement;

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) the following: a. That it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized and has all requisite power and authority to conduct its business as presently conducted. b. That it has full all requisite power and authority, and has taken all action necessary, authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender perform its obligations under the Credit this Agreement, (B) it meets all that the requirements individual signing this Agreement has full authority to be an assignee under Section 9.07 execute this Agreement on behalf of Assignee. c. That, as of the Credit Agreement (subject to such consentsdate of this Agreement, if anythe execution, as may be required under Section 9.07 delivery or performance of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and will not require Assignee to purchase such Assigned Interestobtain any consent from any third party, (F) it has, independently and without reliance upon the Administrative Agent or other than any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation consents required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are Exclusive License, including the Xxxxxxxx Consent. d. That Assignee has cash on hand or undrawn amounts immediately available necessary to consummate the transactions contemplated hereunder, including (a) paying the Purchase Price, (b) paying all out-of-pocket expenses incurred by it in connection with the transactions contemplated hereunder and (c) satisfying all of its other obligations of Assignee under this Agreement. Assignee has not incurred any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case, which would reasonably be expected to impair or adversely affect such resources. e. That Assignee is not entering into this Agreement or the transactions contemplated hereunder with the actual intent to hinder, delay or defraud any other party, including either present or future creditors of Assignee or any of its affiliates. At the Closing Date, Assignee (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to be performed by it pay its probable liability on its recourse debts as a Lenderthey mature or become due), (b) will have adequate capital and liquidity with which to engage in its business and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that to the Assignor as follows: (Aa) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (b) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of e) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (f) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gg) if it the Assignee is not incorporated under the laws of the United States Sates of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed ; and (h) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a Lender.Assignee. ARTICLE VI

Representations and Warranties of Assignee. Each Assignee (i) hereby represents and warrants that to Assignor: (Aa) it Assignee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Assignee has full the power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision authority to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into person executing this Agreement on behalf of Assignee has the power and authority to purchase such Assigned Interest, and do so. (Gc) if it Assignee is not incorporated an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the laws Securities Act; (d) Assignee: (i) has such knowledge and experience in financial and business matters that Assignee or its representatives are capable of evaluating the United States merits and risks of America or a state thereof, on or prior owning the Shares; (ii) is able to bear the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to complete loss of its investment in the terms of the Credit Agreement, duly completed and executed by such AssigneeShares; and (iiiii) has had the opportunity to review all of the documents and agreements relating to the Shares and has had the opportunity to ask questions of, and receive answers from, the Noteholders concerning the terms and conditions of the Shares and the Senior Notes, and all such questions have been answered to Assignee's full satisfaction; (e) Assignee confirms that it is acquiring the Shares solely for its own account, for investment purposes, and not with a view to the distribution or resale of the Shares; (f) Assignee confirms that the right to purchase the Shares was not offered by any means of general solicitation or general advertising, that Assignee has received no representations, warranties or written communications with respect to its purchase of the Shares, and in entering into this Agreement, Assignee is not relying upon any information other than that obtained from the results of Assignee's own independent investigation; (g) Assignee understands that there are substantial restrictions on the transferability of the Shares and it may not be possible for Assignee to liquidate an investment in the Shares, and accordingly, such Assignee may have to hold the Shares, and bear the economic risk of such investment, indefinitely; (h) Assignee understands that the investment in the Shares involves substantial risks inherent in such an investment, including, without limitation, the fact that the Shares shall be subordinate to the Senior Notes; (i) Assignee will arrange for DPFC to file tax returns covering DPFC for all tax periods commencing on or after October 1, 2002; and (j) Assignee understands and agrees that (Ai) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action servicer under the Loan DocumentsServicing Agreement, collected and maintained files containing sensitive medical data and other confidential information ("Confidential Materials"); (ii) various state and federal laws govern or may govern the confidentiality and restrict the use, dissemination and disclosure of the Confidential Materials (e.g. California Insurance Information and Privacy Act (see generally Cal. Ins. Code 791 et. seq.); California Right to Financial Privacy Act (see generally Cal. Gov. Code 7460 et. seq.); and Gramm Xxxxx Xxxxxx Act (see generally 15 USC 6801 et. seq.)); (iii) there is pending legislation in California that, if passed, may govern the disclosure and confidentiality standards by which Assignee is bound (e.g. California Assembly Xxxx 1775 and California Senate Xxxx 1386); and (Biv) it Assignee is bound by applicable law governing confidentiality and disclosure of the Confidential Materials and will perform be held to the same standards as Assignor, will direct DPFC to hold and treat the Confidential Materials confidentially and will not, unless required by law, or in accordance with their terms all of applicable law, disclose the obligations which by the terms of the Loan Documents are required Confidential Materials to be performed by it as a Lenderany person or entity.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender increase its Pro Rata Share under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 9.06 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 9.06 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender the other Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneeit; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent any Assignor, Assignor or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereby, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 Sections 5.06(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereofForeign Lender, on or prior to the date hereof, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other LendersLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (i) represents ------------------------------------------ and warrants that to the Assignor as follows: (Aa) it has full all requisite power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated hereby by, this Agreement; (b) the execution, delivery and to become a Lender under compliance with the Credit Agreement, (B) it meets terms hereof by the Assignee and the delivery of all the requirements instruments required to be an assignee under Section 9.07 delivered by it hereunder do not and will not violate any Requirement of Law applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Credit Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (subject to such consents, if any, as may be required under Section 9.07 of e) the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it Assignee has received a copy copies of the Credit Agreement and has received or has been accorded the opportunity to receive other Loan Documents, as well as copies of all Financial Statements previously provided by the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower in satisfaction of obligations under the Credit Agreement. (f) the Assignee has fully reviewed the terms of the Credit Agreement and to purchase such Assigned Interest, (F) it has, the other Loan Documents and has independently and without reliance upon the Administrative Agent or any Lender Assignor, and based on such documents and information as it the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and Agreement; (Gg) if it the Assignee is not incorporated under the laws of the United States Sates of America or a state thereof, on or prior the Assignee has contemporaneously herewith delivered to the date hereof, it has delivered to Administrative Agent any documentation and the Borrower such documents as are required to be delivered by it pursuant to the terms Section 2.25(b) of the Credit Agreement, duly completed and executed ; and (h) the transactions contemplated by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on this Agreement are commercial banking transactions entered into in the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all ordinary course of the obligations which by the terms banking business of the Loan Documents are required to be performed by it as a LenderAssignee.

Representations and Warranties of Assignee. Each The Assignee (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it meets all the requirements to be an assignee of a Lender under Section 9.07 of the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under Section 9.07 of the Credit Agreement), (Ciii) from and after the Effective Datedate of this Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned InterestAmount, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (Eiv) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereofAgreement, and such other documents and information as it deems has deemed appropriate to make its own credit analysis 2 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum. 3 Delete if consent is not required. and decision to enter into this Agreement and to purchase the Assigned Amount on the basis of which it has made such Assigned Interest, (F) it has, analysis and decision independently and without reliance upon on the Administrative Agent Agent, any other Lender or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe Borrower, and (Gv) if it is not incorporated under the laws of the United States of America or a state thereofForeign Lender, on or prior attached to the date hereof, it has delivered to Administrative Agent this Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement including without limitation Section 2.17 of the Credit Agreement, duly completed and executed by such the Assignee; and (iib) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that that: (Aa) it Assignee is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has full the corporate power and authorityauthority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into, and perform its obligations under the agreements assigned to and assumed by Assignee under this Agreement. Assignee's parent, Atlas Worldwide Holdings, Inc., a Delaware corporation ("GUARANTOR"), will provide a guaranty ("GUARANTY") of the obligations of the Assignee in accordance with Section 10.1.1(a)(vi) of the Participation Agreement and has taken tangible Net Worth of at least $75,000,000; (b) Assignee has taken, or caused to be taken, all necessary corporate action necessary(including, without limitation, the obtaining of any consent or approval of stockholders required by its Certificate of Incorporation or Bylaws) to execute authorize the execution and deliver delivery of this Agreement and the performance of its obligations hereunder and the agreements assigned to consummate and assumed by Assignee under this Agreement; (c) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder, and under the agreements assigned to and assumed by Assignee under this Agreement, and the consummation by Assignee on the date of this Agreement of the transactions contemplated hereby and thereby, do not and will not (i) violate any provision of its Certificate of Incorporation or Bylaws, (ii) violate any Law applicable to become or binding on the Assignee (it being understood that this representation is not made with respect to any Law to the extent that such Law relates to ERISA or any Plan) or (iii) violate or constitute any default under (other than any violation or default that would not result in a Lender Material Adverse Change to Assignee), or result in the creation of any Lien (other than as provided for or otherwise permitted xx xxx Xxxxxxxxe Agreements) upon the Trust Estate, under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Assignee is a party or by which Assignee or any of its properties is bound or may be affected in any material respect; (d) the execution and delivery by Assignee of this Agreement, the performance by Assignee of its obligations hereunder, and under the Credit agreements assigned to and assumed by Assignee under this Agreement, and the consummation by Assignee on the date of this Agreement of the transactions contemplated hereby and thereby do not and will not require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of (i) any trustee or other holder of any Debt of Assignee and (ii) any Government Entity other than the filing of (A) this Agreement, (B) it meets all Amendment No. 1 to Trust Agreement dated as of August 16, 2004 between the requirements to be an assignee under Section 9.07 of Owner Trustee and the Credit Agreement Assignee (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement"TRUST AMENDMENT"), and (C) from and after the Effective Date, it shall be bound an affidavit of citizenship by the provisions each of the Credit Assignee and the Owner Trustee pursuant to Section 47.7(c)(2)(ii) of the Federal Aviation Regulations; (e) this Agreement has been duly authorized, executed and delivered by Assignee, and this Agreement and the agreements assigned to and assumed by Assignee under this Agreement (assuming the due authorization, execution and delivery by each party to such documents other than Assignee) constitute the legal, valid and binding obligations of Assignee and are enforceable against Assignee in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a Lender thereunder andproceeding at law or in equity; (f) no part of the funds to be used by Assignee or Guarantor to acquire or hold its interests in the Trust Estate to be acquired by it under this Agreement directly or indirectly constitutes assets of a Plan; (g) there are no pending or, to the extent Actual Knowledge of Assignee, threatened actions or proceedings against Assignee or Guarantor before any court, governmental body, arbitration board, administrative agency or tribunal which, if determined adversely to Assignee or Guarantor, would materially adversely affect the ability of Assignee to perform its obligations under this Agreement or any of the relevant Assigned Interestagreements assigned to and assumed by Assignee under this Agreement or the Guarantor to perform its obligations under the Guaranty, except as has been and disclosed by Assignee in its public filings with the Securities and Exchange Commission and in the disclosure statement, as amended, filed in connection with the plan of reorganization with the United States Bankruptcy Court for the Southern District of Florida; (h) neither Assignee nor any person Assignee has authorized to act on its behalf has directly or indirectly offered any beneficial interest in or Security relating to the ownership of the Aircraft or any interest in the Trust Estate, or any of the Equipment Notes or any other interest in or Security under the Trust Indenture for sale to, or solicited any offer to acquire any of the same from, any Person in violation of the Securities Act or applicable state securities Laws; (i) no Person acting on behalf of Assignee or Guarantor is or will be entitled to any broker's fee, commission or finder's fee in connection with the transactions contemplated by this Agreement; (j) other than as provided in Section 8.4.3 of Amendment No. 1 to Lease Agreement (the "LEASE AMENDMENT") dated as of July 27, 2004, by and between Assignee and Lessor, Assignee's beneficial interest in the Trust Estate is being acquired for it by its own account, for investment and not with a view to any resale or distribution thereof, except that, subject to the restrictions on transfer set forth in Section 10 of the Participation Agreement and the transfer requirements contained in Section 8.4.3 of the Lease Amendment, the disposition by Assignee of its beneficial interest in the Trust Estate shall have at all times be within its control; (k) Assignee satisfies the obligations "Transferee" requirements set forth in Section 10.1.1(a)(vi) of a Lender thereunderthe Participation Agreement by virtue of the Trust Amendment; (l) the Trust Estate is free of Lessor Liens attributable to it; and (m) after giving effect to this assignment, (D) it is sophisticated there will be no more than one Owner Participant with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.Transaction;

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 12.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.04 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterests assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterests assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interests assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, Agent or Assignor or any other LendersAssignee, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 12.04 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 12.04 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interestinterests assigned to it hereunder, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the Assigned Interestinterests assigned to it hereunder, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interestthe interests assigned to it hereunder, and (F) it has, independently and without reliance upon the Administrative Agent or any Lender Assignor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if the interests assigned to it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assigneehereunder; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, Agent or any Assignor, Assignor or any other LendersAssignee, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each The Assignee (i) represents and warrants that: (a) The Assigned Interest is being acquired by Assignee for Assignee’s own account without a view to the public resale or distribution of any part thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws (provided, however, that by making this representation, Assignee does not agree to hold the Assigned Interest for any minimum or specific term and reserves the right to dispose of the Assigned Interest at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and any applicable state securities laws); (Ab) Assignee has had an opportunity to review the public filings of Unigene and to discuss with Assignor, and ask questions of Assignor regarding, the business of Unigene, and its management and financial affairs and the terms and conditions of the Note and the other Transaction Documents; (c) Assignee understands that the transfer of the Assigned Interest from Assignor to Assignee has not been, and shall not be, registered under the 1933 Act by reason of an exemption from the registration provisions of the 1933 Act which depends upon, among other things, the accuracy of Assignee’s representations expressed herein; (d) Assignee understands that the Assigned Interest is a “restricted security” under applicable U.S. laws and that, pursuant to these laws, Assignee must hold the Assigned Interest unless it is registered with the U.S. Securities and Exchange Commission and under applicable state securities laws or an exemption from such registration and qualification requirements is available (and may bear restricted legends to such effect), and further understands that the Assigned Interest is subject to certain restrictions on transfer pursuant to the Transaction Documents; (e) Assignee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Assigned Interest; (f) The Assigned Interest was not offered or sold to Assignee by way of any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act); and (g) Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderhereby.

Representations and Warranties of Assignee. Each Assignee (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become (or remain, as the case may be) a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 10.7 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 10.7 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 5.2 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, (F) it has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Representations and Warranties of Assignee. Each Assignee (i) hereby represents and warrants that to the General Partner and the Partnership as follows: (Aa) it Assignee has full the power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07 of the Credit Agreement), (C) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (E) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.06 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision authority to enter into this Agreement and to purchase such upon its execution and delivery, this Agreement will be a valid and binding obligation of Assignee, enforceable against the Assignee in accordance with its terms. (b) Assignee acknowledges that it has received all the information it deems necessary and appropriate regarding the Partnership and the Assigned Interest, has had the opportunity to make inquiries of both the Partnership and the Assignor and has had the opportunity to request additional information regarding the Partnership. (Fc) it hasAssignee hereby certifies, independently represents and without reliance upon warrants that the Administrative Agent Assignee is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (ii) a “qualified purchaser” as such term is used in Section 3(c)(7) of the Investment Company Act. (d) Assignee is acquiring the Assigned Interest solely for its own account for investment, and not with a view to the sale or distribution of any Lender part thereof, and based on such documents and information as it has deemed appropriateno present intention of selling, granting participation in or otherwise distributing the same. (e) Assignee understands that the Assigned Interest has not been registered under the Securities Act and that any transfer or other disposition of the Assigned Interest may not be made its own credit analysis without registration under the Securities Act or pursuant to an applicable exemption therefrom. Assignee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to the Assigned Interest. (f) Assignee is duly authorized and decision has the legal capacity to enter into execute this Agreement and to purchase such Assigned Interest, and (G) if it is not incorporated under the laws of the United States of America or a state thereof, on or prior to the date hereof, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent, any Assignor, or any other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make perform its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderhereunder.