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201206720 obligation arising under or in connection with the Subject Assets for events occurring on or after the Effective Time. 3. ASSIGNEE acknowledges that in accepting this General Conveyance, ASSIGNEE has relied solely on the terms and conditions and representations, warranties, and covenants contained in this General Conveyance. 4. If there are prohibitions against or conditions to the conveyance of one or more portions of the Subject Assets without the prior written consent of third parties (other than consents of a ministerial nature which are normally granted in the ordinary course of business) that, if not satisfied, would result in a breach thereof by Assignor or would give a third party the right to terminate Assignor's or Assignee's rights with respect to such Subject Assets (any such prohibition or condition being herein called a"Restriction"), then notwithstanding anything herein to the contrary, the transfer of title to, or interest in, such portion of the Subject Assets through this General Conveyance shall not become effective unless and until such Restriction is satisfied or waived by the parties hereto, or becomes otherwise inoperable or unenforceable. When and if such Restriction is so satisfied, waived or removed, the assignment of such portion of the Subject Assets as may be subject thereto shall become effective automatically as of the Effective Time, without further action on the part of Assignor or Assignee, respectively. Until such Restriction can be satisfied or waived, or becomes otherwise inoperable or unenforceable, Assignor shall, as of and from the Effective Time (a) hold such Subject Assets in trust for Assignee and (i) perform the covenants and obligations thereunder in Assignor's name and all benefits and obligations existing thereunder shall be for Assignee's account (subject to an agreement between Assignor and Assignee regarding the allocation of costs related thereto), or (ii) to the extent permitted by the terms of the agreements underlying such Subject Assets, authorize Assignee to perform obligations and receive all the benefits of Assignor under such Subject Assets, or (b) enter into such other mutually agreeable arrangements with Assignee and/or the appropriate third party that would otherwise allow Assignee to receive all benefits of Assignor under the Subject Assets. 5. This General Conveyance shall be binding upon and inure to the benefit of the respective designees, successors and permitted assigns of the ASSIGNOR and ASSIGNEE, and may be executed in a number of identical counterparts, each of which for all purposes is to be deemed as original, and all of which constitute, collectively, one instrument. 6. This General Conveyance, Assignment and Bill of Sa1e shall be governed by and construed in accordance with the laws of the state in which the Subject Assets are located. [SIGNATURE PAGE FOLLOWS] #4073169.5