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<br />ASSIGNMENT AND ASSUMPTION <br />This Assignment and Assumption (this "Assignment and Assumption") is dated <br />as of the Effective Date (referred to below) and is entered into by and between the <br />Assignor identified below (the "Assignor") and the Assignee identified below (the <br />"Assignee"). The parties hereto hereby agree that the rights and obligations of the <br />Assignors and Assignees hereunder are several and not joint. Capitalized terms used but <br />not defined herein shall have the meanings set forth in the Loan Agreement identified <br />below (as amended, supplemented or otherwise modified from time to time, the "Loan <br />Agreement"). The parties hereto hereby agree to the Standard Terms and Conditions for <br />Assignment and Assumption (the "Standard Terms and Conditions") specified in <br />Annex 1 attached hereto which are incorporated herein by reference and made a part of <br />this Assignment and Assumption as if set forth in full herein. The Assignee hereby <br />acknowledges receipt of a copy of the Loan Agreement. <br />Subject to and in accordance with the Standard Terms and Conditions and the <br />Loan Agreement, as of the Effective Date, and for an agreed consideration, the Assignor <br />hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably <br />purchases and assumes from the Assignor, (a) all of the Assignor's rights and obligations <br />as a Lender under the Loan Agreement, the Loan Documents and any other documents or <br />instruments delivered pursuant thereto to the extent related to the amount and percentage <br />interest identified below of all of such outstanding rights and obligations of the Assignor <br />under the facilities identified below (including, without limitation, any letters of credit, <br />swingline loans and guaranties included therein) and (b) to the extent permitted by <br />applicable law, all suits, claims, causes of action and any other right of the Assignor (as a <br />Lender) against any Person, whether known or unknown, arising under or with respect to <br />the Loan Agreement, any other Loan Document, any other documents or instruments <br />delivered pursuant thereto or the loan transactions governed thereby or otherwise based <br />on or related to any of the foregoing, including, but not limited to, contract claims, <br />statutory claims, tort claims, malpractice claims and all other claims at law or in equity <br />with respect to the rights and obligations sold and assigned pursuant to clause (a) above <br />(the rights and obligations sold and assigned pursuant to clauses (a) and (b) above, <br />collectively, the "Assigned Interest"). Such sale and assignment is without recourse to <br />the Assignor and, except as expressly provided in this Assignment and Assumption, <br />without representation or warranty by the Assignor. <br />1. Assignor: Orange County Small Business Loan Program Company <br />2. Assignee: Orange County <br />DocuSign Envelope ID: FA7C7BDD-C4C7-4AE1-9759-C7AD25D46041