Common use of Assignment and Assumption Agreement Clause in Contracts

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment (a) The Seller does hereby transfer, convey, assign and Assumption deliver to, and vest in, the Purchaser, as its sole and separate property and to the Purchaser’s successors and assigns forever, good and marketable title and all of the Seller’s right, title and interest, legal and equitable, in and to the Assumed Contracts pursuant to the terms of this Agreement. (b) The Purchaser hereby assumes and agrees to pay, discharge and perform in a timely fashion all of the liabilities of the Seller arising after the Closing Date associated with its ownership, and participation, in the Assumed Contracts (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “AssigneeAssociated Liabilities”). Capitalized terms used but not defined herein shall have Except for the meanings given to them in the Credit Agreement identified below (as amendedAssociated Liabilities, the “Credit Agreement”)Purchaser does not and will not assume or be responsible for the payment, receipt discharge or performance of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationany other debts, the Assignor hereby irrevocably sells and assigns to the Assigneeobligations, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as contracts or liabilities of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or Seller in connection with the Credit Assumed Contracts, whether accrued, absolute, contingent or otherwise which arose prior to the Closing Date. (c) The Seller hereby constitutes and appoints the Purchaser, and the Purchaser’s successors and assigns the true and lawful attorney and attorneys of the Seller with full power of substitution in the name and stead of the Seller, but on behalf and for the benefit and the expense of the Purchaser, and the Purchaser’s successors and assigns, to demand and receive any and all of the assets, properties and rights assigned or to be assigned to the Purchaser pursuant to this Agreement and to give receipts and releases for and in respect to the same or any part thereof, to endorse any claim or right of any kind in respect thereof and to do all acts and things in relation to the Assumed Contracts, properties and rights which the Purchaser, the Purchaser’s successors or assigns may deem desirable, the Seller hereby declaring that the foregoing powers are coupled with an interest and are not revocable and shall not be revoked by the Seller for any reason whatsoever. The Purchaser shall retain for its own account any amounts collected pursuant to the foregoing power, including any sums payable as interest in respect thereof, and the Seller shall pay to the Purchaser pursuant to the terms of this Agreement, when received, any amounts which shall be received by the Seller in respect of royalty payments made pursuant to the Assumed Contracts in each case pro rated in accordance with Section 11.1 hereof. (d) Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to, any person, firm, partnership, limited liability company, corporation or other documents entity, other than the Purchaser and the Seller and their respective successors and assigns, any remedy or instruments delivered pursuant thereto claim under or by reason of this Agreement or any terms, covenant or condition hereof, and all the loan transactions governed thereby or terms, covenants and conditions, promises and agreements contained in any way based on or related to any this Agreement shall be for the sole and exclusive benefit of the foregoingPurchaser and the Seller and their respective successors and assigns. (e) The Seller for itself, including contract claimsits successors and assigns hereby covenants and agrees that, tort claimsany time and from time to time forthwith upon the written request of the Purchaser, malpractice claimsthe Seller will do, statutory claims execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other claims at law and every such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required or requested by the Purchaser in equity related order to assign, transfer, set over, convey, assure and confirm unto, and vest in, the Purchaser, its successors and assigns, or to aid and assist the Purchaser in collecting or reducing to possession the Assumed Contracts assigned or to be assigned to the rights Purchaser, with the Purchaser to reimburse the Seller for all of its out-of-pocket expenses from and after the Closing Date hereof in connection with the Seller’s obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in under this Assignment and Assumption, without representation or warranty by the AssignorSection 13.

Assignment and Assumption Agreement. This Following recordation of a final Subdivision Map (other than a Transfer Map) and the Commencement of Infrastructure, Developer shall Transfer Lots in accordance with Article 17 and enter into an Assignment and Assumption Agreement with each Vertical Developer (the “Assignment including Developer and Assumption”Affiliates of Developer) is dated as that must contain: (a) a legal description of the Effective Date set forth below Lots being Transferred; (b) a detailed description of the rights and is entered into obligations under this DDA to be assigned to and assumed by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used Vertical Developer, including but not defined herein shall have limited to the meanings given to them in assumption by Vertical Developer of applicable obligations under the Credit Agreement identified below Community Benefits Plan and the BVHP ECP; (c) the obligations under this DDA that are assumed by Vertical Developer and from which Developer will be released; (d) confirmation of the Indemnification obligations and releases of Vertical Developer as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 Article 11 and in the Developer Consent attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, Interagency Cooperation Agreement and the Assignee hereby irrevocably purchases Planning Cooperation Agreement; (e) if such Lots will be used for a Stand-Alone Workforce Project, changes to the Schedule of Performance to include the dates by which Vertical Developer shall Commence and assumes from Complete the AssignorStand-Alone Workforce Project; (f) if such Lots will contain Community Facilities Space, subject an undertaking by Vertical Developer to and construct the applicable Community Facilities Space in accordance with the Standard Terms and Conditions and Community Benefits Plan; (g) if such Lots will contain a Residential Project, an obligation by Vertical Developer to construct the Credit Agreementnumber of Units, including the number of Below-Market Rate Units, as are allocated to the Lot or Lots pursuant to the Below-Market Rate Housing Plan when and if Vertical Improvements are constructed; (h) an agreement and covenant by Vertical Developer not to challenge the enforceability of any of the Effective Date inserted provisions or requirements of this DDA, including, if such Lots will contain a Residential Project, an agreement and covenant by Vertical Developer for the Agent benefit of the Agency and Developer regarding the non-applicability of the ▇▇▇▇▇-▇▇▇▇▇▇▇ Act as contemplated below set forth in section 7.2 of the Below-Market Rate Housing Plan; (i) all if the Infrastructure for the Lots is not Completed, an assumption of the Assignor’s rights risk of non- Completion and a waiver and release for the benefit of the Agency and the City regarding any failure to Complete the Infrastructure; and (j) such other matters as are deemed appropriate by Developer and are Approved by the Agency Director. Each such Assignment and Assumption Agreement must be in recordable form and Approved by the Agency Director, although the Agency Director may elect, in his or her sole discretion, not to Approve any Assignment and Assumption Agreement (i) that does not include the items listed above, (ii) if Developer is then in Material Breach of its obligations in its capacity as a Lender under the Credit Agreement and any other documents applicable Sub-Phase, or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (iiiii) to the extent permitted set forth in the Below-Market Rate Housing Plan. If Developer has not Completed the Infrastructure for a Lot at the time of an Assignment and Assumption Agreement, the Agency shall reasonably consider (taking into account the ability of Developer to be assigned under provide such access without crossing real property owned by the Agency) any request by the applicable law, all claims, suits, causes of action and any other right Vertical Developer to enter into one (1) or more Permits to Enter with such Vertical Developer to provide necessary access to the Lot(s) by crossing real property owned by the Agency. At the closing of the Assignor (Transfer of such Lot, Developer shall record the Assignment and Assumption Agreement in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or Official Records and promptly following the loan transactions governed thereby or in any way based on or related to any closing shall deliver an original copy of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims Assignment and all other claims at law or in equity related Assumption Agreement to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAgency.

Assignment and Assumption Agreement. This Assignment and Assumption (▇▇▇▇▇ acknowledges due receipt of the “Assignment and Assumption”) is dated Bill of Sale. Effective as of the Effective Date set forth below Closing Date, and is entered into by pursuant to the express terms of Section 7 of the Purchase Agreement, Seller hereby assigns, sells, transfers and between [Insert name of Assignor] sets over (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedcollectively, the “Credit AgreementAssignment”)) to Buyer, receipt all of a copy Seller’s right, title, benefit, privileges and interest in and to, and all of which Seller’s respective burdens, obligations and liabilities in connection with, only the Assumed Liabilities. Buyer hereby accepts the Assignment, and assumes and agrees to pay, perform and discharge when due, only the Assumed Liabilities. For avoidance of doubt, ▇▇▇▇▇ does not assume any burdens, obligations or liabilities other than the Assumed Liabilities, and the Parties agree that all such other burdens, obligations or liabilities shall remain the sole responsibility of Seller. This Instrument is hereby acknowledged by made strictly upon the Assignee. The Standard Terms terms and Conditions subject to the conditions set forth in Annex 1 attached hereto the Purchase Agreement and without any additional warranties or undertakings other than as set forth therein. The terms of the Purchase Agreement, including, but not limited to, Seller’s representations, warranties, covenants, agreements, and indemnities relating to the Purchased Assets and the Assumed Liabilities, are hereby agreed to and incorporated herein by reference this reference. Seller acknowledges and made a part agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby, but shall remain in full force and effect to the full extent provided therein. To the extent that any provision of this Assignment Instrument is inconsistent or conflicts with the Purchase Agreement, the provisions of the Purchase Agreement shall control. This Instrument may be executed in any number of counterparts, by facsimile or as an attachment to electronic mail in PDF, TIFF or other electronic formats, each of which such counterparts, when so executed and Assumption as if delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. The failure of any Party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such Party thereafter to enforce such provision. It is the intention of the Parties that internal laws of the State of Delaware (irrespective of its choice of law principles) shall govern the validity of this Instrument. Neither this Instrument, nor any rights, benefits or obligations set forth herein in full. For an agreed considerationherein, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as may be assigned by either of the Effective Date inserted by the Agent as contemplated below (i) all Parties, except that Buyer may assign this Instrument and any of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor provisions hereof: (including any letters of credit, guarantees, and swingline loans included therein) and (iia) to the extent permitted to be assigned under applicable law, all claims, suits, causes any affiliate of action and any other right of the Assignor Buyer; (in its capacity as a Lenderb) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents sale of all or instruments delivered pursuant thereto a substantial part of Buyer’s assets or the loan transactions governed thereby business; or in any way based on or related (c) to any of the foregoingits financing sources as collateral security. Except as otherwise provided herein, including contract claims, tort claims, malpractice claims, statutory claims each and all other claims at law or in equity related of the covenants, terms, provisions and agreements contained herein shall be binding upon, and shall inure to the rights benefit of, the successors, executors, heirs, representatives, administrators and obligations sold and assigned pursuant to clause (i) above (assigns of each of the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorrespective Parties.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (ia) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included therein) in such facilities), and (iib) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan loan-transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included therein) in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Assignment and Assumption Agreement. This If any Lender wishes to assign ----------------------------------- or transfer all or any of its rights, benefits and obligations hereunder in accordance with Section 15.3, then such assignment or transfer shall be effected by the delivery by such Lender to the Agent for its accepting and recording in the Register (referred to below) of an Assignment and Assumption Agreement in form satisfactory to the Agent (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this "Assignment and Assumption Agreement"). In the event of an assignment or transfer as if aforesaid (and subject to the due execution of any amendment, variation, accession memoranda or any other supplemental agreement or deed as may be required by the Agent as referred to later in this Section), the following will apply, namely: (a) the rights and benefits so assigned or transferred shall consist of a solidary interest of such Lender in all of its rights and benefits hereunder and under the Security Interest, the Collateral and the other Loan Documents, the whole to the extent of the interest so assigned or transferred; (b) the assignee/transferee party shall assume, to the exoneration of such Lender, the obligations of such Lender hereunder and under the other Loan Documents, to the extent of the interest so assigned or transferred; (c) such Lender shall be released from its obligations to the Borrowers and the Guarantor hereunder and under the other Loan Documents, to the extent of the interest so assigned or transferred; (d) such assignment or transfer will not result in novation of the Obligations, the Guaranteed Obligations or any other obligations under this Agreement, such novation being hereby expressly disclaimed; (e) the obligation of the assignee/transferee party to make Revolving Loans and to issue or arrange for the issuance of Letters of Credit will be the same obligation as that of such Lender before the assignment or transfer and not a new obligation, notwithstanding any release of such Lender from such obligation; (f) the assignee/transferee party shall be a party hereto and, to the extent provided in the Assignment and Assumption Agreement, have the rights and obligations of a Lender hereunder with the commitment as set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assigneetherein, and the Assignee hereby irrevocably purchases obligations of the Borrowers arising from any Loan advanced by or Letter of Credit issued or arranged by the assignee/transferee party will form part of the Obligations and assumes from the AssignorGuaranteed Obligations, will be secured by the Security Interest and the Collateral and the assignee/transferee party, such Lender and the Agent will have a solidary interest therein in the same manner as if the assignee/transferee party had specifically been named as a Lender thereunder; (g) subject to Section 14.9, the rights of such Lender, the Agent and the assignee/transferee party shall be solidary such that each of them shall be entitled to: (i) demand repayment of Loans outstanding from time to time in accordance with the Standard Terms and Conditions Loan Agreement; (ii) exact the whole performance of the Obligations from the Borrowers and the Guaranteed Obligations from the Guarantors; (iii) benefit from the Security Interest; (iv) give a full acquittance of the Obligations and the Guaranteed Obligations; and (v) exercise all rights and recourses under the Loan Documents; the whole to the extent of the interest so assigned or transferred; (h) the obligation to make Loans and to issue or arrange for the issuance of Letters of Credit Agreementas between such Lender and the assignee/transferee party shall be several, and not joint and several or solidary and, accordingly, the Borrowers' recourse against such Lender and the assignee/transferee party with respect thereto, will be limited to the amount of the respective commitment of each Lender and the assignee/transferee party. The Borrowers and any other Guarantor shall intervene in any Assignment and Assumption Agreement so as to, inter alia, consent to and unconditionally acquiesce in the subject assignment or transfer. The Borrowers and the Guarantor and the assignee shall also execute such further documents and confirmations including, without limitation in the case of the Borrowers and the Guarantor, security documents and/or amendments to security documents and in the case of the assignee, amendments to and interventions in the Loan Documents (including the execution of any accession memorandum or other supplemental agreement or deed), as of the Effective Date inserted may be requested by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents assignment or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignortransfer.

Assignment and Assumption Agreement. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth referred to below and is entered into by and between [Insert name of Assignor] (the party identified below as “Assignor”) ” and [Insert name of Assignee] (the each party identified on each signature page hereto as an “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedamended or modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the each Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably and ratably sells and assigns to the each Assignee, and the each Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated referred to below (i) all of the Assignor’s respective rights and obligations in its capacity as a Lender under the Credit Agreement Agreement, the other Credit Documents and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below the signature of that Assignee of all of such the Assignor’s respective outstanding rights and obligations of under the Assignor Credit Facilities identified below (including without limitation any letters of credit, guarantees, guarantees and swingline loans Security included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as to each Assignee, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Shell Oil Company hereby acknowledges and consents to the Assignment and Assumption Agreement (the “"Assignment and Assumption”Assumption Agreement") is dated attached ----------------------------------- hereto as Exhibit A, pursuant to which the Assignor has assigned, transferred --------- and conveyed, and the Assignee has received and accepted from the Assignor, all of the Assignor's rights and obligations relating to or under the Executed Documents, and the Assignee has agreed to assume all of the Assignor's liabilities relating to or under the Executed Documents and to be bound by all the terms of the Executed Documents. Effective Date after any such assignment, Assignee will be considered the BUYER (as such term is defined in the Master Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be amended or supplemented from time to time (the "Master Sale Agreement"). --------------------- Shell Oil Company agrees that all notices required or permitted under the terms and provisions of the Assignment and Assumption Agreement and the Executed Documents shall be given to the Assignee, in the respective manner provided for notices to be given under such applicable agreement at the address of the Assignee set forth below herein, or at such other address as the Assignee shall from time to time designate in accordance with the notice provisions of such applicable agreement. For the benefit of the Assignee, Shell Oil Company hereby acknowledges that the provisions hereof shall constitute its written consent to the assignment, transfer and conveyance contemplated by the Assignment and Assumption Agreement. The Assignee's address is entered into by and between [Insert name as follows: RPP Holdings LLC c/o Apollo Management IV, L.P. 1301 Avenue of Assignor] the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (the “Assignor”▇▇▇) and [Insert name of Assignee] ▇▇▇-▇▇▇▇ with a copy to: ▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Facsimile: (the “Assignee”). ▇▇▇) ▇▇▇-▇▇▇▇ Capitalized terms used herein, but not otherwise defined herein herein, shall have the meanings given attributed to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in fullAgreement. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SHELL OIL COMPANY

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, replaced, restated or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan loan-transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment Reference is made to the Amended and Assumption (the “Assignment and Assumption”) is Restated Credit Agreement dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below _____, 2010 (as amended, supplemented, restated or modified from time to time, the “Credit Agreement”) among GSI COMMERCE SOLUTIONS, INC., a Delaware corporation (“Borrower”), receipt certain Guarantors from time to time parties thereto, Lenders now or hereafter party thereto, and PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders (“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. The rules of a copy construction set forth in Section 1.2 of which is hereby acknowledged by the AssigneeCredit Agreement shall apply to this Assignment and Assumption Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of under the Assignor credit facility identified below (including any letters of creditincluding, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or included in any way based on or related to any such facilities, letters of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims credit and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause swingline loans) (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AssumptionAssignment, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Following recordation of a final Subdivision Map (other than a Transfer Map) and the Commencement of Infrastructure, Developer shall Transfer Lots in accordance with Article 17 and enter into an Assignment and Assumption Agreement with each Vertical Developer (the “Assignment including Developer and Assumption”Affiliates of Developer) is dated as that must contain: (a) a legal description of the Effective Date set forth below Lots being Transferred; (b) a detailed description of the rights and is entered into obligations under this DDA to be assigned to and assumed by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used Vertical Developer, including but not defined herein shall have limited to the meanings given to them in assumption by Vertical Developer of applicable obligations under the Credit Agreement identified below Community Benefits Plan and the BVHP ECP; (c) the obligations under this DDA that are assumed by Vertical Developer and from which Developer will be released; (d) confirmation of the Indemnification obligations and releases of Vertical Developer as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 Article 11 and in the Developer Consent attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, Interagency Cooperation Agreement and the Assignee hereby irrevocably purchases Planning Cooperation Agreement; (e) if such Lots will be used for a Stand-Alone Workforce Project, changes to the Schedule of Performance to include the dates by which Vertical Developer shall Commence and assumes from Complete the AssignorStand-Alone Workforce Project; (f) if such Lots will contain Community Facilities Space, subject an undertaking by Vertical Developer to and construct the applicable Community Facilities Space in accordance with the Standard Terms and Conditions and Community Benefits Plan; (g) if such Lots will contain a Residential Project, an obligation by Vertical Developer to construct the Credit Agreementnumber of Units, including the number of Below-Market Rate Units, as are allocated to the Lot or Lots pursuant to the Below-Market Rate Housing Plan when and if Vertical Improvements are constructed; (h) an agreement and covenant by Vertical Developer not to challenge the enforceability of any of the Effective Date inserted provisions or requirements of this DDA, including, if such Lots will contain a Residential Project, an agreement and covenant by Vertical Developer for the Agent benefit of the Agency and Developer regarding the non-applicability of the ▇▇▇▇▇-▇▇▇▇▇▇▇ Act as contemplated below set forth in section 7.2 of the Below-Market Rate Housing Plan; (i) all if the Infrastructure for the Lots is not Completed, an assumption of the Assignor’s rights risk of non-Completion and a waiver and release for the benefit of the Agency and the City regarding any failure to Complete the Infrastructure; and (j) such other matters as are deemed appropriate by Developer and are Approved by the Agency Director. Each such Assignment and Assumption Agreement must be in recordable form and Approved by the Agency Director, although the Agency Director may elect, in his or her sole discretion, not to Approve any Assignment and Assumption Agreement (i) that does not include the items listed above, (ii) if Developer is then in Material Breach of its obligations in its capacity as a Lender under the Credit Agreement and any other documents applicable Sub-Phase, or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (iiiii) to the extent permitted set forth in the Below-Market Rate Housing Plan. If Developer has not Completed the Infrastructure for a Lot at the time of an Assignment and Assumption Agreement, the Agency shall reasonably consider (taking into account the ability of Developer to be assigned under provide such access without crossing real property owned by the Agency) any request by the applicable law, all claims, suits, causes of action and any other right Vertical Developer to enter into one (1) or more Permits to Enter with such Vertical Developer to provide necessary access to the Lot(s) by crossing real property owned by the Agency. At the closing of the Assignor (Transfer of such Lot, Developer shall record the Assignment and Assumption Agreement in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or Official Records and promptly following the loan transactions governed thereby or in any way based on or related to any closing shall deliver an original copy of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims Assignment and all other claims at law or in equity related Assumption Agreement to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAgency.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of under the Assignor respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline loans included therein) and (ii) in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, Person whether known or unknown, unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause thereby) (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment On the Closing Date and Assumption subject to the satisfaction of each of the conditions set forth in Section 2 of this Agreement, the parties shall execute and deliver the following documents (collectively, the “Assignment and AssumptionAssumption Agreements”): (i) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns of Lease with respect to the Assignee, and 15 ▇▇▇▇▇▇▇▇ Property which shall be in the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, form attached hereto as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and Exhibit A; (ii) Assignment and Assumption of Lease with respect to the extent permitted 290 Davidson Property which shall be in the form attached hereto as Exhibit B; (iii) Assignment and Assumption of Lease, Sublease and Consent Agreement with respect to the 30A ▇▇▇▇▇▇▇▇ Property which shall be assigned under applicable lawin the form attached hereto as Exhibit C; (iv) Assignment and Assumption of Lease with respect to the 30B ▇▇▇▇▇▇▇▇ Property which shall be in the form attached hereto as Exhibit D; (v) Assignment and Assumption of Lease with respect to the 437 Ridge Property which shall be in the form attached hereto as Exhibit E; (vi) Assignment and Assumption of Lease with respect to the Teleport Property, all claimswhich shall be executed by Assignor’s wholly owned subsidiary, suitsTeleport Communications Group, causes Inc. as assignor, and which shall be in the form attached hereto as Exhibit F; (vii) Assignment and Assumption of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection sublease with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related respect to any of the foregoingProperties executed by Assignor between the date hereof and the Closing Date, including contract claimsin substantially the form attached hereto as Exhibit C, tort claimswith appropriate modifications, malpractice claimsas necessary; (viii) A duly executed certificate of an Assistant Secretary of Assignor, statutory claims and all other claims at law or in equity related certifying that the signatory to the rights documents being executed and obligations sold delivered by Assignor is authorized to sign said documents on behalf of Assignor; (ix) A duly executed certificate of corporate resolution of Assignee, authorizing the subject transaction; (x) Certificate confirming the continued accuracy of Assignor’s representations hereunder; (xi) Certificate confirming the continued accuracy of Assignee’s representations hereunder; and (xii) A closing statement with pro-rations of income and assigned expense with respect to the Properties. (xiii) the parties shall execute a sublease pursuant to clause which Assignee subleases to Assignor a portion of the 290 Davidson Property for a term of one year and which sublease shall be in the form of sublease approved by the parties and attached hereto as Exhibit I; and (ixiv) above (the rights and obligations sold and assigned parties shall execute a sublease pursuant to clauses which Assignee subleases to Assignor the 15 ▇▇▇▇▇▇▇▇ Property for a term of ninety (i90) days, and (ii) above being referred to herein collectively as which sublease shall be in the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty form of sublease approved by the Assignor.parties and attached hereto as Exhibit J.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) Agreement is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Lender identified in item 1 below (the “Assignor”) and [Insert name of Assignee] the Eligible Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption Agreement as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Assignor respective facilities identified below (including without limitation any letters Letters of credit, guarantees, and swingline loans Credit included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action action, and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known know or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by Assignor to Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AssumptionAssumption Agreement, without representation or warranty by the Assignor.