Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. (a) Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between _________________ (the “Assignor”) and ____________________ (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Loan Agreement, as “Owner” of the Effective Date inserted by Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions obligations as a Lender under the Loan 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including Guaranties), and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable Law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or in any way based on or related to any of the foregoing, 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 the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor is released from such obligationsand, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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, restated, supplemented 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 I 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” (of the Effective Date inserted by the Administrative Agent as such term is defined in the Flow Servicing Agreement), by contemplated below: all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) (the rights and obligations sold and assigned above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Specified Mortgage LoansAssignor and, except as expressly provided in this Assignment and from and after Assumption, without representation or warranty by the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. Subject to the terms and conditions of this Agreement, the Assignor and the Assignee agree that: (a) Effective on and as of the date hereof, the Assignor hereby sells, assignstransfers, conveys assigns and transfers delegates to the Depositor all Assignee, in consideration of its right, title entry by the Assignee into this Agreement [and interest in, to and under of Payment by the Flow Servicing Agreement Assignee to the extent relating to Assignor of the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined amount set forth in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.Item VI]; and (b) Effective on the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as expressly provided in this Agreement) a share equal to the percentage set forth in Item VII (expressed as a percentage of the date hereofaggregate Advances and Commitments of the Bank Group) of the Assignor’s commitments, loans, participations, rights, benefits, obligations, liabilities and indemnities under and in connection with the Depositor hereby sells, assigns, conveys Credit Agreement and transfers to the Assignee all of its rightthe Advances, title including without limitation the right to receive payment of principal, and interest in, to and under on such percentage of the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignor’s Advances, and the Assignee hereby accepts such assignment from obligation to fund all future Advances and drawings under the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all Letters of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit in respect of the Specified Mortgage Loanssuch assignment, and to indemnify the Agent or any other party under the Credit Agreement and to pay all other amounts payable by a Bank (in such percentage of the aggregate obligations of the Bank Group) under or in connection with the Credit Agreement. The interest of the Assignor under the Credit Agreement (including the portion of the Assignor’s Advances and all such commitments, loans, participations, rights, benefits, obligations, liabilities and indemnities) which the Assignee purchases and assumes hereunder is released from such obligationshereinafter referred to as its “Assigned Share”. The day upon which the Assignee shall make the payment described in the prior paragraph is hereinafter referred to as the “Funding Date”. Upon completion of the assignment hereunder, the Assignor will have the revised share of the total Loans and Commitments of the Bank Group set fort in Item VIII.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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 (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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions obligations 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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, 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, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) In the event that Assignee gives a Notice of Intent to Assume and has not given a Cancellation Notice prior to the Assignment Effective on and Date, then, effective as of the date hereofAssignment Effective Date, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its Assignor’s right, title and interest inin and to the Lease shall vest in Assignee as of the Assignment Effective Date and, except as set forth in this Assignment, Assignee shall be deemed to have assumed the obligation to observe and perform the terms, conditions, covenants to be observed or performed on the part of Assignor under the Flow Servicing Agreement Lease to the extent relating the obligation to observe and perform the same: (i) first arises after the Assignment Effective Date; and (ii) does not arise out of any failure by Assignor to observe or perform any of the terms, conditions, or covenants under the Lease prior to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsAssignment Effective Date. (b) Effective on In the event that Assignee gives a Notice of Intent to Assume and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers has not given a Cancellation Notice prior to the Assignment Effective Date, then, in addition to the obligations assumed by Assignee under Section 4(a), Assignee agrees with Landlord that Assignee will cure all Curable Defaults identified in the Termination Notice within the number of its rightdays provided for cure thereof in the Lease, title measured from the Assignment Effective Date. Assignor agrees to reimburse Assignee, upon demand, for all costs and interest inexpenses incurred by Assignee under this Section 4(b). For avoidance of doubt, Assignee shall not have any obligation to and cure any defaults by Assignor under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined Lease that are not Curable Defaults identified in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorTermination Notice. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective With effect on and after the Effective Date (as of the date defined in SECTION 5 hereof), the Assignor hereby sells, assigns, conveys sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and the Depositor Assignee hereby accepts such assignment purchases and assumes from the Assignor Assignor, the Assigned Amount, which shall be equal to _____% (the "ASSIGNEE'S PERCENTAGE SHARE") of the aggregate Commitment under the Facility Agreement, including, without limitation, the Assignee's Percentage Share of the aggregate Commitment and assumes such obligationsany outstanding Loans. The assignment set forth in this SECTION 1(A) shall be without recourse to, or representation or warranty (EXCEPT as expressly provided in this Agreement) by, the Assignor. (b) Effective With effect on and after the Effective Date, the Assignee shall be a party to the Facility Agreement and succeed to all of the rights and be obligated to perform all of the obligations of the Assignor under the Facility Agreement with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the EXHIBIT F terms of the Facility Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Assignor's Commitment shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Facility Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignee. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption, and from and after on the date hereofEffective Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsAssignee's Commitment will be U.S.$_____________.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]4 hereunder are several and not joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated or otherwise modified, 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below (as including without limitation any guarantees included in such term is defined in the Flow Servicing Agreementfacilities) and (ii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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 Amended and Restated Master Repurchase Agreement identified below (as amended, the “Repurchase 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Repurchase Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions obligations in its capacity as a Buyer under the Repurchase 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and Swing Line Transactions included in such facilities) and (ii) to the Specified Mortgage 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 Buyer) against any Person, whether known or unknown, arising under or in connection with the Repurchase Agreement, any other documents or instruments delivered pursuant thereto or the Transactions governed thereby or in any way based on or related to any of the foregoing, including Purchased Loans, contract claims, tort claims, malpractice claims, statutory claims and from all other claims at law or in equity related to the undivided ownership interest in Purchased Loans and after the date hereofother rights and obligations sold and assigned pursuant to clause (i) above (the undivided ownership interest in Purchased Loans and all other 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, Assignee assumes for except as expressly provided in this Assignment and Assumption, without representation or warranty by the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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 same may be amended, modified, increased, supplemented and/or restated 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) Effective on 2.1 Assignor for $10 and for other good and valuable consideration, receipt of which is hereby acknowledged, does hereby assign, transfer, sell and convey unto Assignee, without recourse or, except as of the date hereofprovided below in this Section 2.1, the Assignor hereby sellsrepresentation or warranty, assigns, conveys and transfers to the Depositor all of its Assignor's right, title and interest accruing on or after the Effective Time hereof in, to and under the Flow Servicing Agreement Lease, free and clear of Liens other than Permitted Liens, to have and hold the said Lease unto Assignee, its successors and assigns, to and for its and their use forever; provided, however, that Assignor retains and does not assign to Assignee any rights or benefits accrued or arising pursuant to the extent Lease in respect of the period prior to the Effective Time hereof, including, Rent paid in advance prior to the date hereof and which is allocable to the period prior to the Effective Time, and Assignor retains and does not assign to Assignee hereby Assignor's (or if applicable, a Prior Party's) rights under Sections 5.6, 5.7, 5.8, 5.9, 5.10, 5.12, 9 (as an additional insured in their capacity as an Indemnitee for liability purposes only), 10 or 14.3 of the CTA as if Assignor and such Prior Parties continued to be named as a Tax Indemnitee or Indemnitee, as the case may be, thereunder in the capacity as "Lessor" (and/or Owner, Financing Parties' Representative and Financing Party, as the case may be) for the period prior to the Effective Time and in the capacity as a Prior Party for the period after the Effective Time (collectively, the "Retained Rights"). In furtherance of the foregoing, (i) Assignor shall pay to Assignee on the date of the Effective Time an amount equal to all Rent paid in advance and allocable to the period on or after the date of the Effective Time in accordance with the terms and conditions of the Purchase Agreement and (ii) from the Effective Time, Assignee shall be entitled to all rights, remedies and benefits of Lessor provided for under the Lease, including, the right to make all inspections and determinations and give all requests thereunder, the right to receive all payments and other performance by Lessee thereunder and the right to exercise all rights and remedies of Lessor with respect to Lessee or the Aircraft thereunder other than in respect of Retained Rights. 2.2 Assignee hereby assumes all of the duties, liabilities, and obligations of Lessor under the Lease arising or accruing on or after the Effective Time, and agrees that it shall be bound by all the terms of, and shall undertake all of the obligations of Lessor contained in, the Lease, arising on or after the Effective Time hereof; provided, however, that Assignee does not assume, and Assignor shall be and shall remain obligated to Lessee for, all duties, liabilities and obligations of Lessor under the Lease arising or accruing prior to the Effective Time (the "Retained Obligations"). For avoidance of doubt, Assignee hereby confirms that, from the Effective Time, it is assuming all the obligations of Lessor under the Lease (other than the Retained Obligations) including, without limitation, the obligations, if any, of Lessor under Sections 5.11, 7.1 and 7.2 of the CTA. 2.3 Assignee and Assignor hereby covenant and agree to execute and to deliver to each other and to Lessee from time to time such other documents, instruments and agreements as any of them reasonably may request in order to further evidence the assignment, assumption and substitution effected hereby or otherwise to carry out the purposes and intent of this Agreement. Assignee agrees that, in all matters relating to any Retained Rights, Assignee shall not amend the Lease or otherwise act in derogation of any Retained Rights. 2.4 In furtherance of the foregoing, Assignor hereby agrees to [pay to Assignee an amount equal to the Deposit] [transfer to Assignee the Letter of Credit] [and pay an amount equal to Lessor's maximum potential Maintenance Contribution liability under Section 7.2 of the CTA as of the Effective Time]. [Assignor and Assignee shall execute and deliver a receipt for such payments, which receipt shall be acknowledged by Lessee pursuant to which acknowledgment Lessee shall agree that, upon Assignee's receipt of such payments, Assignor shall not have any further obligations under the Lease relating to the Specified Mortgage LoansDeposit, together with its Supplemental Rent or Maintenance Contributions or amounts payable in respect thereof and Assignee's obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and respect thereof as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers hereof shall be limited to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as amounts set forth in such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositorreceipt. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.]

Assignment and Assumption. (a) Effective on On and effective as of the date hereofEffective Date (and subject to the conditions set forth in Section 13(b)) (A) each Lender with an amount opposite its name under the column “Assigned Amount” on Schedule A (each such Lender, an “Assignor” and each such amount, the Assignor “Assigned Amount”) hereby sells, assigns, conveys irrevocably assigns and transfers sells to Assignees (as defined below) an amount of its Loans equal to the Depositor all of Assigned Amount and (B) each Lender with an amount opposite its right, title and interest in, to and name under the Flow Servicing Agreement to column “Assumed Amount” on Schedule A (each such Lender, an “Assignee” and each such amount, the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing AgreementAssumed Amount”) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor severally irrevocably purchases and assumes such obligationsan amount of Loans from Assignors in an aggregate amount for all assumptions made by each Assignee equal to its Assumed Amount. (b) Effective on Each Assignor hereby makes the representations and as warranties that are provided for in Section 1.1 of the date hereof, the Depositor hereby sells, assigns, conveys Standard Terms and transfers Conditions to the form Assignment & Acceptance set forth in Exhibit E of the Credit Agreement with respect to its Assigned Amount (as though it were the “Assigned Interest” thereunder). Each Assignee all hereby makes such representations and warranties that are provided for in Section 1.2 of its right, title the Standard Terms and interest in, to and under the Flow Servicing Agreement Conditions to the extent relating form Assignment & Acceptance set forth in Exhibit E of the Credit Agreement with respect to the Specified Mortgage Loans, together with its obligations as “Owner” Assumed Amount (as such term is defined though it were the “Assigned Interest” thereunder). Each of the parties to this Amendment agrees that the assignments and assumptions provided for in this Section 7 comply with the Flow Servicing Agreement) to requirements for an assignment and assumption of Loans under Section 10.06 of the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Credit Agreement, notwithstanding the formal requirements set forth therein, and that the Assignee hereby accepts such assignment from processing and recordation fee provided for in Section 10.06(b)(iv) of the DepositorCredit Agreement shall not be payable. (c) Not later than 12:00 Noon (Dallas time) on the Effective Date, each Assignee agrees shall make available the full amount of its Assumed Amount in Federal or other funds immediately available in New York City, to be boundthe Administrative Agent at its address specified in or pursuant to Section 10.02 of the Credit Agreement. Unless the Administrative Agent determines that any applicable condition specified in Section 13(b) has not been satisfied, the Administrative Agent will make the funds so received from the Assignees available to the Assignors, as “Owner” (as such term is defined consideration for and in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating ratable proportion to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationstheir respective Assigned Amounts.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on and as of the date hereof, the Assignor hereby sellsassigns to Assignee, assignswithout recourse, conveys and transfers representation or warranty, an undivided fractional interest in Assignor's rights arising under the Loan Documents relating to the Depositor all of its rightCommitment, title and interest in, to and under the Flow Servicing Agreement any Assignor Advances to the extent relating of the Assigned Pro Rata Share reflected on Annex I hereto (the "Assigned Pro Rata Share") including, without limitation, (i) all amounts advanced and to be advanced or participated in by Assignor pursuant to the Specified Mortgage Loans, together with its obligations as “Owner” Commitment; (as such term is defined ii) all of Assignor's rights and powers contained in the Flow Servicing AgreementLoan Documents; (iii) to all claims of Assignor against persons who may in the extent relating to the Specified Mortgage Loansfuture become or are now liable for repayment of any Assignor Advances or reimbursement of expenses incurred by Assignor on account of any Assignor Advances; and (iv) all amounts received by Assignor on account of any Assignor Advances, and the Depositor hereby accepts such assignment whether from the Borrower or from others who are now or may in the future become obligated with respect to some or all of the amounts owing on any Assignor and assumes such obligationsAdvances or from any other source, including, without limitation, recovery from litigation. (b) Effective on Assignee hereby assumes from Assignor, and as of the date hereofAssignor is hereby expressly and absolutely released from, the Depositor hereby sells, assigns, conveys and transfers to the Assignee Assigned Pro Rata Share of all of its right, title and interest in, to and Assignor's obligations arising under the Flow Servicing Agreement to the extent Loan Documents relating to the Specified Mortgage LoansCommitment including, together without limitation, all obligations with its respect to any Assignor Advances. Assignee agrees that it shall fully perform all of the obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) of Assignor with respect to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositorinterests assigned by this Assignment. (c) Assignor and Assignee agrees hereby agree that Annex I attached hereto sets forth (i) the amount of all Assignor Advances giving effect to be boundthe assignment and assumption described herein, as “Owner” (as such term is defined in ii) the Flow Servicing Agreement)amount of the Commitment and the Pro Rata Share of Assignee after giving effect to the assignment and assumption described herein, by and (iii) accrued but unpaid interest thereon. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described herein, Assignee shall have all of the termsobligations under the Loan Documents of, and shall be deemed to have made all of the covenants and conditions agreements contained in the Loan Documents made by, a Lender having a Pro Rata Share of the Flow Servicing Agreement relating to Commitment as reflected on Annex I attached hereto. Assignee hereby acknowledges and agrees that the Specified Mortgage Loansagreement set forth in this subsection 1(d) is expressly made for the benefit of the Borrower, the Administrative Agent, Assignor and from the other Lenders and their respective successors and permitted assigns. From and after the date hereofof this Assignment, (i) Assignee assumes for shall be a party to the benefit Loan Agreement and, to the extent provided in this Assignment, shall have the rights and obligations of each a Lender under the Loan Agreement and the other Loan Documents and (ii) Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Loan Agreement and the other Loan Documents. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent (i) that this Assignment shall effect the assignment by Assignor and the assumption by Assignee of the Assigned Pro Rata Share of Assignor's rights and obligations under the Loan Documents and (ii) that any other assignments by Assignor of a portion of its rights and obligations under the Loan Documents shall have no effect on the Commitment and Pro Rata Share of Assignee set forth on Annex I attached hereto. (f) Assignee agrees to pay to Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder on ________, an amount equal to $____________, in respect immediately available funds, representing the purchase price of the Specified Mortgage Loans, Assigned Pro Rata Share. Assignor and Assignor is released from such obligationsAssignee shall make all appropriate adjustments for periods prior to the date of this Assignment or with respect to the making of this Assignment directly between themselves. (g) Nothing contained in this Assignment shall be construed to amend or modify the terms of the Loan Documents other than to effectuate the assignment contemplated herein.

Assignment and Assumption. On the First Amendment Effective Date, immediately after giving effect to the amendments in Section 2 and for an agreed consideration, ▇▇▇▇▇ Fargo Bank, National Association, as Lender (athe “Existing Lender”) Effective on hereby irrevocably sells and assigns to JPMorgan Chase Bank, N.A. (the “New Lender”), and the New Lender hereby irrevocably purchases and assumes from the Existing Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement (the “Assignment and Assumption”): (i) all of the date hereof, the Assignor hereby sells, assigns, conveys Existing Lender’s rights and transfers to the Depositor all of obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all the Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of the Existing Lender specified in the Assigned Interests Grid and all of the Loans specified in the Assigned Interests Grid owing to the Existing Lender which are outstanding on the First Amendment Effective Date, together with its obligations as “Owner” (as such term is defined the participations in Letters of Credit and LC Disbursements specified in the Flow Servicing AgreementAssigned Interests Grid held by the Existing Lender on the First Amendment Effective Date, but excluding accrued interest and fees to and excluding the First Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, the New Lender shall have purchased and assumed from the Existing Lender the Commitment, Maximum Credit Amount and Loans (and participations in Letters of Credit and LC Disbursements) specified in the Assigned Interests Grid and (ii) to the extent relating permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (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 Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above. Such sale and assignment is without recourse to the Existing Lender and, except as expressly provided in the Standard Terms and Conditions, without representation or warranty by the Depositor Existing Lender. The Administrative Agent hereby accepts such assignment from waives the Assignor and assumes such obligations. (bfee payable to the Administrative Agent pursuant to Section 12.04(b) Effective on and as of the date hereof, Credit Agreement in connection with the Depositor Assignment and Assumption. The Standard Terms and Conditions are hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, agreed to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, incorporated herein by reference and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all made a part of the terms, covenants and conditions terms of the Flow Servicing Agreement relating Assignment and Assumption pursuant to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations this Section 3 as Owner thereunder if set forth herein in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsfull.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Five-Year Credit Agreement dated as of May 31, 2007, among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, ▇.▇. ▇▇▇▇▇▇ Europe Limited, as London Agent, ABN AMRO Bank, N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents (as the same may be amended, supplemented 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the facility identified below (including any Letters of Credit or Swingline Loans included in such facility) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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, 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 the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of July 25, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Orbitz Worldwide, Inc. (the “Borrower”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, each lender from time to time party thereto (the “Lenders”), Credit Suisse Securities (USA) LLC, as Syndication Agent and ▇▇▇▇▇▇ Brothers Inc., as Documentation Agent, 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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, 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 the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. In consideration of Ten Dollars (a$10.00) in hand paid by Assignee to Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignors do hereby assign, transfer and set over unto Assignee, all of Assignors’ right, title and interest in and to (i) the Leases together with tenant security deposits held by Assignor under the Leases, (ii) the Contracts, (iii) to the extent assignable, all Licenses, (iv) the Name, (v) all Claims and Proceeds, (vi) Available Development Rights, and (vii) all other rights, privileges and entitlements related to the ownership, use and operation of the Real Property and/or Improvements. TO HAVE AND TO HOLD, the same unto Assignee, its successors and assigns, from and after the Effective on Date, subject to the terms, covenants, conditions and provisions contained in the Leases, the Contracts and the Leases. Assignee does hereby accept the foregoing assignment and does hereby assume, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the Assignor hereby sellsobligations, assignsterms, conveys covenants, provisions and transfers conditions under the Leases, the Contracts and the Licenses arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof with the same force and effect as though Assignee were the original party to the Depositor Leases, the Contracts and the Licenses. Assignors agree to protect, defend, indemnify and hold harmless Assignee, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments, liabilities, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns or any of its rightthem arising out of or in connection with the Leases, title the Contracts, the Licenses, the Name, the Claims and interest in, Proceeds and the Available Development Rights as to and under the Flow Servicing Agreement events occurring prior to the extent relating Closing Date. Assignors hereby represent and warrants only that they have not previously assigned the Leases, the Contracts, the Licenses, the Name, the Claims and Proceeds and the Available Development Rights. This Assignment shall inure to the Specified Mortgage Loansbenefit of and be binding upon the parties hereto and their respective legal or personal representatives, together heirs, executors, administrators, successors, and assigns. No third party shall have the benefit of any of the provisions of this Assignment nor is this Assignment made with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) intent that any person or entity other than Assignor or Assignee rely hereon. Disputes arising with respect to this Assignment shall be addressed and resolved pursuant to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as provisions of Section 15 of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from non-prevailing party shall pay the Depositor. (c) Assignee agrees to reasonable attorneys’ fees and expenses of the prevailing party. This Assignment may be boundexecuted in any number of counterparts, as “Owner” (as such term is defined in the Flow Servicing Agreement)each of which when so executed and delivered shall be deemed an original, by but all of which shall together constitute one and the termssame agreement. No modification, covenants waiver, amendment, discharge or change of this Assignment shall be valid unless the same is in writing and conditions signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. This Assignment shall be construed and enforced in accordance with the laws of the Flow Servicing Agreement relating to the Specified Mortgage LoansState of Texas. This Assignment may be executed in any number of counterparts, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from which so executed shall be deemed original; such obligationscounterparts shall together constitute but one agreement.

Assignment and Assumption. (a) Effective on and as 2.1 In consideration for the payment of the date hereofAssignment Amount (or any such other settlement arrangement or set-off arrangement agreed between the Assignor and the Assignee), the Assignor with immediate effect on the Assignment Date, hereby sellsunconditionally, assigns, conveys irrevocably and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers absolutely assigns to the Assignee all of the Assignor’s rights, title, interest and obligations present and future in, to, under and in respect of the Debt and the Assigned Documents together with the benefit of its rightrights, claims and remedies in, to, under and in respect of such Debt and the Assigned Documents. 2.2 On and from the Assignment Date: (a) the Assignee agrees to pay the Assignment Amount in full on the Assignment Date (or enter into such other settlement arrangement or set-off arrangement agreed between the Assignee and Assignor); (b) the Assignee irrevocably accepts the assignment by the Assignor of, and hereby assumes all of the Assignor’s rights, title and interest present and future in, to to, under and under in respect of the Flow Servicing Agreement to Debt and the extent relating to Assigned Documents and further accepts the Specified Mortgage Loansassignment by the Assignor of, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loansand hereby assumes, the Depositor benefit of the Assignor’s rights, claims and remedies in, to, under and in respect of the Debt and the Assigned Documents; (c) the Assignor is released from all its obligations and liabilities under the Flow Servicing Assigned Documents and, with respect to the Debt, all associated obligations and liabilities under Facility Agreement; and (d) the Assignee becomes a party to the Assigned Documents as the “Lender” and assumes the Assignor’s obligations and liabilities under the Assigned Documents and, with respect to the Debt, all associated obligations and liabilities under the Facility Agreement, in each case equivalent to those from which the Assignor is released under Clause 2.2(c). 2.3 The Assignee hereby gives notice to the Borrower of, and the Assignee Borrower hereby accepts such assignment from acknowledges and (and in compliance with, and for the Depositor. purposes of, clause 15.3 (cAssignment by Lender) Assignee agrees to be boundof the Facility Agreement) unconditionally consents without any objection to, as “Owner” (as such term is defined in evidenced by its signature to this deed, the Flow Servicing Agreement), by all assignment and assumption of the termsrights, covenants title, interests and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loansobligations present and future in, to, under and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage LoansDebt and the Assigned Documents pursuant to Clause 2.1 and Clause 2.2 and upon the terms and conditions set out in this deed. The Borrower further hereby acknowledges that the rights of the Assignor under the Debt and the Assigned Documents will be exercisable by, the liabilities and obligations of the Assignor under the Assigned Documents have been assumed by, and any notices in connection therewith must be given to, the Assignee. Other than as set out above, the Debt and the Assigned Documents shall continue on its existing terms in all other respects. 2.4 The Assignee hereby gives notice to the Shareholder of, and the Shareholder hereby acknowledges and (and in compliance with, and for the purposes of, clause 13.7 (Assignment by Lender) of each agreement constituting the Security) unconditionally consents without any objection to, as evidenced by its signature to this deed, the assignment and assumption of the rights, title, interests and obligations present and future in, to, under and in respect of the Security pursuant to Clause 2.1 and Clause 2.2 and upon the terms and conditions set out in this deed. The Shareholder further hereby acknowledges that the rights of the Assignor is released from such obligationsunder the Security will be exercisable by, the liabilities and obligations of the Assignor under the agreements constituting the Security have been assumed by, and any notices in connection therewith must be given to, the Assignee. Other than as set out above, the Security shall continue on its existing terms in all other respects.

Assignment and Assumption. This Assignment and Assumption Agreement (athe “Assignment”) Effective on and is dated as of the date hereofEffective 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 Loan Agreement identified below (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. Terms used herein and not otherwise defined shall have the meaning assigned to such term in the Loan Agreement. For an agreed consideration, the Assignor hereby sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Loan Agreement, as “Owner” (of the Effective Date inserted by the Administrative Agent as such term is defined contemplated below, the interest in the Flow Servicing Agreement), by and to all of the terms, covenants Assignor’s rights and conditions obligations under the Loan Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and Percentage interest identified below of all of the Flow Servicing Agreement relating Assignor’s outstanding rights and obligations under the respective Facilities identified below (including, to the Specified Mortgage Loansextent included in any such Facilities, letters of credit and from swingline loans) (the “Assigned Interest”). Such sale and after assignment is without recourse to the date hereofAssignor and, Assignee assumes for except as expressly provided in this Assignment and the benefit of each of Loan Agreement, without representation or warranty by the Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors] hereunder are several and not joint.] 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [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, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] each Assignee. The Standard Terms and Conditions set forth in Annex 1 (the “Standard Terms and Conditions”) 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and [the] [each] 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. Assignee identified on the Schedules hereto (each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees hereunder are several and not joint.] Include bracketed language if there are multiple Assignees. Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor Standard Terms and Conditions and the Term Loan 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, any guarantees included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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 Term Loan 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loans, rights and obligations sold and assigned pursuant to clause (i) above (the Depositor hereby accepts rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [the] [each]1 Assignor (as defined below) and [the] [each]2 Assignee (as defined below) pursuant to Section 10.07 of the Credit Agreement dated as of October 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avaya Inc., a Delaware corporation (the “Borrower”), Sierra Holdings Corp., Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party thereto, receipt of a copy of which is hereby acknowledged by [the] [each] 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 in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit 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] [each] Assignor hereby sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], conveys subject to and transfers to in accordance with the Depositor 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] [the respective Assignors’] rights and obligations in [its right, title and interest in, to and capacity as a Lender] [their respective capacities as Lenders] under the Flow Servicing Agreement Credit Agreement, any other Loan Documents and any other documents or instruments delivered pursuant to any of the foregoing to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of [the Assignor] [the respective Assignors] under the facility identified below (as including participations in any Letters of Credit or Swing Line Loans included in such term is defined in the Flow Servicing Agreementfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of 1 For bracketed language here and elsewhere in this form relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing AgreementAssignor(s), by all of if the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and assignment is from and after the date hereof, Assignee assumes for the benefit of each of a single Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of choose the Specified Mortgage Loansfirst bracketed language. If the assignment is from multiple Assignors, and Assignor is released from such obligationschoose the second bracketed language.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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, restated, supplemented 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 I 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions set forth in Annex I attached hereto and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below: (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Sale and Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Sale and Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Sale and Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorDepositor and assumes such obligations. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Sale and Servicing Agreement), by all of the terms, covenants and conditions of the Flow Sale and Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsobligations assumed by the Assignee.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. Subject to the terms and conditions hereof, as of the Effective Date, Assignor sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee purchases and assumes from Assignor, the percentage interest specified on Schedule I hereto in all of the rights and obligations with respect to the Commitments and outstanding Loans of Lenders arising under the Credit Agreement and the other Credit Documents (the "Assigned Share"). In consideration of such assignment, Assignee hereby agrees to pay to Assignor, on the date set forth on Schedule I hereto as the Settlement Date (the "Settlement Date"), the principal amount of any outstanding loans included within the Assigned Share (such principal amount referred to herein as the "Purchase Price"), such payment to be made by wire transfer of immediately available funds. Upon the occurrence of the Effective Date: (a) Effective on the Assignee shall have the rights and as obligations of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement a Lender to the extent relating of the Assigned Share and shall thereafter be a party to the Specified Mortgage LoansCredit Agreement and a Lender for all purposes of the Credit Documents; (b) Assignor shall, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereofAssigned Share, relinquish its rights (other than any rights which survive the Depositor hereby sells, assigns, conveys payment of the Loans under Section 10.8 thereof) and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is be released from all its obligations under the Flow Servicing Credit Agreement, ; and the Assignee hereby accepts such assignment from the Depositor. (c) the Commitments shall be modified to reflect the Commitment of Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all and any remaining Commitment of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from Assignor. From and after the date hereofEffective Date, Assignee assumes for Administrative Agent shall make all payments under the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (i) in the case of any interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (ii) in all other cases, to Assignee; provided, Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under the Credit Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by this Section 1 occurs on a date other than the Settlement Date.

Assignment and Assumption. (a) On the Second Amendment Effective on and as of the date hereofDate, the Assignor hereby sells, assigns, conveys and transfers immediately prior to giving effect to the Depositor amendments in Section 2 and for an agreed consideration, each Lender party to the Credit Agreement immediately prior to the Second Amendment Effective Date (the “Existing Lenders”) hereby irrevocably sells and assigns to each of Credit Suisse AG, Cayman Islands Branch and ▇▇▇▇▇▇▇ Sachs Bank USA (each, a “New Lender”), and each New Lender hereby irrevocably purchases and assumes from the Existing Lenders, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement (the “Assignment and Assumption”): (i) all of each Existing Lender’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all of such Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of such Existing Lender specified in the Assigned Interests Grid and all of the Loans specified in the Assigned Interests Grid owing to such Existing Lender which are outstanding on the Second Amendment Effective Date, together with its obligations as “Owner” (as such term is defined the participations in Letters of Credit and LC Disbursements specified in the Flow Servicing AgreementAssigned Interests Grid held by such Existing Lender on the Second Amendment Effective Date, but excluding accrued interest and fees to and excluding the Second Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, each New Lender shall have purchased and assumed from the Existing Lenders the Commitment, Maximum Credit Amount and Loans (and participations in Letters of Credit and LC Disbursements) specified in the below grid under the caption “Assumed Interests” and (ii) to the extent relating permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lenders (each 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 Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above. Such sale and assignment is without recourse to any Existing Lender and, except as expressly provided in the Standard Terms and Conditions, without representation or warranty by any Existing Lender. The Administrative Agent hereby waives the Depositor hereby accepts such assignment from fee payable to the Assignor and assumes such obligations. (bAdministrative Agent pursuant to Section 12.04(b) Effective on and as of the date hereof, Credit Agreement in connection with the Depositor Assignment and Assumption. The Standard Terms and Conditions are hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, agreed to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, incorporated herein by reference and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all made a part of the terms, covenants and conditions terms of the Flow Servicing Agreement relating Assignment and Assumption pursuant to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations this Section 3 as Owner thereunder if set forth herein in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsfull.

Assignment and Assumption. In consideration of Ten (a$10.00) Effective on and as of the date hereofDollars in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby sellsassign, assignstransfer and set over unto Assignee, conveys and transfers to the Depositor all of its Assignor’s right, title and interest inin and to: Those leases, to occupancy agreements, license agreements, rental agreements, concession agreements and under the Flow Servicing Agreement to the extent other written agreements entered into with any tenants relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, Property and the Depositor hereby accepts such assignment buildings and other improvements located thereon, or any portion thereof, as set forth on Schedule A attached hereto (all of the foregoing leases, collectively, the “Tenant Leases”). TO HAVE AND TO HOLD, the same unto Assignee, its successors and assigns, from the Assignor and assumes such obligations. (b) Effective on and as of after the date hereof, the Depositor hereby sells, assigns, conveys and transfers subject to the Assignee all of its rightterms, title covenants, conditions and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined provisions contained in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Tenant Leases. Assignee hereby accepts such assignment from assumes the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by performance of all of the terms, covenants and conditions of the Flow Servicing Agreement relating Tenant Leases described on Schedule A attached hereto on the Assignor’s part to be performed thereunder from and after the Specified Mortgage Loansdate hereof and will well and truly perform all of the terms, covenants and conditions of such Leases from and after the date hereof, all with the same force and effect as though the Assignee assumes for had signed such Tenant Leases as a party named therein. This Assignment is made without warranty or representation, express or implied, by, or recourse against, Assignor or Assignee of any kind or nature whatsoever except as expressly provided in the benefit of each of Assignor, Depositor and Servicer all of Purchase Agreement. This Assignment is made subject to Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loansand Assignee’s performance of, and Assignor is released from such obligationsand Assignee acknowledge, their respective indemnification obligations under Section 5.5(a) of the Purchase Agreement.

Assignment and Assumption. (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Settlement Date”), Assignor hereby sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, the percentage interest(s) in all of Assignor’s rights and obligations as a Lender arising under the Credit Agreement and the other Credit Documents with respect to Assignor’s Commitments and Accommodations Outstanding, if any, which represents as of the Settlement Date, the percentage interest(s) specified in Item 3 of the Schedule of Terms of all rights and obligations of Lenders arising under the Credit Agreement and the other Credit Documents with respect to the Commitments and any Accommodations Outstanding (the “Assigned Share”); (b) where there is more than one Assignor, such assignment shall be made on and a pro rata basis in accordance with each such Assignor’s percentage interest in each of the Accommodations Outstanding as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as hereof for each of the date hereof, the Depositor Accommodations Outstanding being hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor.assigned; (c) in consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any Accommodations Outstanding included within the Assigned Share, such payment to be boundmade by wire transfer of immediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms; (d) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitments, as “Owner” the Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share; (as such term is defined in e) Assignor and Assignee hereby agree that, upon giving effect to the Flow Servicing Agreement)assignment and assumption described above, by (i) Assignee shall be a party to the Credit Agreement and shall have all of the termsrights and obligations under the Credit Documents, and shall be deemed to have made all of the representations, covenants and conditions agreements contained in the Credit Documents, arising out of or otherwise related to the Assigned Share; and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Flow Servicing Assigned Share (without prejudice to any claim which the Borrower may have against the Assignor on the Effective Date for breach of any such obligations, covenants and agreements). Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(e) is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns; and (f) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement relating shall effect the assignment by Assignor and the assumption by Assignee of Assignor’s rights and obligations with respect to the Specified Mortgage LoansAssigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any Accommodations Outstanding shall have no effect on the Commitments, the Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after the date hereofSettlement Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer Administrative Agent shall make all of Assignor’s obligations as Owner thereunder payments under the Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (including all payments of principal, accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto) (A) in the case of any such interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by the Administrative Agent under the Credit Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by subsection 1(c) occurs on a date other than the Settlement Date.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [Insert Name of Assignor] (the “Assignor”), and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignees] [Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Second Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, any guarantees included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating permitted to be assigned under applicable Legal Requirements, 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Agreement, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor Assignee, and (ii) the Assignee hereby purchases, 147 assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Agreement) _% (the "Assignee's Percentage Share") of (A) the Commitment [and the Loans and the L/C Obligations] of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Loans and L/C Obligations assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of its right, title the rights and interest in, be obligated to and perform all of the obligations of a Bank under the Flow Servicing Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage LoansAssignee; provided, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loanshowever, and the Depositor hereby accepts such assignment from the Assignor shall not relinquish its rights under Sections 11.4 and assumes such obligations. (b) Effective on and as 11.5 of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Credit Agreement to the extent relating such rights relate to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) time prior to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $__________. (d) After giving effect to the assignment and from and after assumption set forth herein, on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations's Commitment will be $___________.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Assignment and Assumption, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and (ii) the Depositor Assignee hereby accepts such assignment purchases, assumes and undertakes from the Assignor, in all cases, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) __% (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and assumes such (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) Effective With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Loan Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage LoansAssignee; provided, together with that the Assignor shall not relinquish its obligations as “Owner” (as such term is defined in rights under Sections 1.5, 10, 11.3 and 11.4 of the Flow Servicing Agreement) Loan Agreement to the extent relating such rights relate to the Specified Mortgage Loans, time prior to the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and from and after assumption set forth herein, on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsCommitment will be $ .

Assignment and Assumption. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment No. 5 Effective Date, such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Revolving Credit Commitments of the Existing Lenders on the Amendment No. 5 Effective Date and the Revolving Credit Advances owing to the Existing Lenders which are outstanding on the Amendment No. 5 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Credit Commitments, effected by the amendment to Schedule I to the Existing Credit Agreement pursuant to Section 2.2 hereof. Each Existing Lender hereby represents and warrants (a) Effective on and as that it is the lawful owner of the date hereofinterests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the Assignor hereby sellslegal, assignsvalid and binding obligation of such Existing Lender, conveys enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lenders’ rights and transfers to the Depositor all of its right, title and interest in, to and obligations under the Flow Servicing Existing Credit Agreement and the other Loan Documents on the Amendment No. 5 Effective Date in the amounts and in accordance with the percentages set forth in Schedule I, as amended hereby, and the instructions of the Administrative Agent. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Administrative Agent shall maintain in its internal records and record in the Register the information relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) assignments and assumptions effected pursuant to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on this Part 4 and as required by Section 8.07 of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Existing Credit Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Assignment and Assumption, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and (ii) the Depositor Assignee hereby accepts such assignment purchases, assumes and undertakes from the Assignor, in all cases, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) __% (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and assumes such (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) Effective With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Loan Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage LoansAssignee; provided, together with that the Assignor shall not relinquish its obligations as “Owner” (as such term is defined in rights under Sections 1.5, 10, 11.3 and 11.4 of the Flow Servicing Agreement) Loan Agreement to the extent relating such rights relate to the Specified Mortgage Loans, time prior to the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $__________. (d) After giving effect to the assignment and from and after assumption set forth herein, on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsCommitment will be $__________.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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 same may be amended, modified, increased, supplemented and/or restated 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 I 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) 3.1. Effective on and as of the date hereofEffective Date, Chariot Funding LLC ("Chariot"), in its capacity as a Conduit Investor (the "Conduit Assignor") hereby sells and assigns to ▇▇ ▇▇▇▇ Trust (the "Conduit Assignee"), without recourse and without representation and warranty, and the Conduit Assignee hereby purchases and assumes from the Conduit Assignor, a fifty percent (50.0%) interest in and to all of the Conduit Assignor's rights and obligations under the Agreement and the other Transaction Documents. In consideration of the payment of $50,000,000, being 50.0% of the existing Net Investment, receipt of which payment is hereby acknowledged, the Conduit Assignor hereby sells, assigns, conveys and transfers assigns to the Depositor Conduit Assignee, and the Conduit Assignee hereby purchases from the Conduit Assignor, a 50.0% interest in and to all of its the Conduit Assignor's right, title and interest inin and to the Net Investment. 3.2. Effective as of the Effective Date, JPMorgan Chase, in its capacity as a Committed Investor (the "Committed Assignor") hereby sells and assigns to Bank of America (the "Committed Assignee"), without recourse and without representation and warranty, and the Committed Assignee hereby purchases and assumes from the Committed Assignor, a fifty percent (50.0%) interest in and to all of the Committed Assignor's rights and obligations under the Flow Servicing Agreement and the other Transaction Documents. Such interest expressed as a percentage of all rights and obligations of the Committed Assignor, shall be equal to the percentage equivalent of a fraction the numerator of which is $250,000,000 and the denominator of which is the Facility Limit. After giving effect to such sale and assignment, the Committed Assignee's Commitment will be $250,000,000. 3.3. Each of the Conduit Assignor and the Committed Assignor (collectively, the "Assignors") (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the SPV or the Servicer, NSC or the Originator or the performance or observance by any of the SPV, the Servicer, NSC or the Originator of any of its obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto. 3.4. Each of the Conduit Assignee and Committed Assignee (collectively, the "Assignees") (i) confirms that it has received a copy of the Agreement and the First Tier Agreement together with copies of the financial statements referred to in Section 6.1(a) of the Agreement, to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of delivered through the date hereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Depositor hereby sellsAdministrative Agent, assignsany of its Affiliates, conveys the Assignors or any other Committed Investor and transfers 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 Agreement and any other Transaction Document; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to the Assignee Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Conduit Investor or Committed Investor, as applicable; and (v) specifies as its rightaddress for notices and its account for payments the office and account set forth beneath its name on the signature pages hereof. 3.5. Effective as of the Effective Date, title and interest in(i) the Conduit Assignee shall be a party to the Agreement and, to and under the Flow Servicing Agreement to the extent relating provided in this Section 3, have the rights and obligations of a Conduit Investor thereunder, (ii) the Committed Assignee shall be a party to the Specified Mortgage LoansAgreement and, to the extent provided in this Section 3, have the rights and obligations of a Committed Investor thereunder, (iii) the Assignors shall, to the extent provided in this Assignment, relinquish their respective rights and be released from its obligations under the Agreement, and (iv) there shall be a new Investor Group consisting of the Conduit Assignee as the Conduit Investor, the Committed Assignee as the Committed Investor and Bank of America as Managing Agent. The Conduit Assignee and Committed Assignee appoints and authorizes Bank of America to act as Managing Agent for the related Investor Group and to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to a Managing Agent by the terms thereof, together with its obligations such powers and discretion as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositorare reasonably incidental thereto. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from 3.6. From and after the date hereofEffective Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer Administrative Agent shall make all of Assignor’s obligations as Owner thereunder payments under the Agreement in respect of the Specified Mortgage Loansinterest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment, Discount and Assignor is released from such obligationsfees) to the Assignees. The Assignors and Assignees shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves 3.7. The Committed Assignee shall not be required to fund hereunder an aggregate amount at any time outstanding in excess of $250,000,000, minus the aggregate outstanding amount of any interest funded by the Committed Assignee in its capacity as a participant under the Liquidity Agreement.

Assignment and Assumption. (a) Effective on and The Assignor hereby assigns to the Assignee, as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest inin and to the Mortgage Loans and the Sale Agreement, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with the exception of its right to indemnification from the Seller and the Servicer under the Sale Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Seller in connection with any Pass-Through Transfer or securitization of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations as “Owner” (as such term is defined in under the Flow Servicing Sale Agreement) , to the extent relating to the Specified Mortgage LoansLoans from and after April 28, 2006, and the Depositor Servicer and the Seller hereby accepts acknowledge such assignment from and assumption and hereby agree to the release of the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and from any obligations under the Flow Servicing Sale Agreement from and after April 28, 2006, to the extent relating to the Specified Mortgage Loans. Notwithstanding the foregoing, together with its obligations as “Owner” it is understood that the Assignor is not released from liability (as i) for any breaches of the representations and warranties made in Sections 7.01 and 7.02 of the Sale Agreement, or (ii) for any obligation (if any such term is defined in obligation exists under the Flow Servicing Sale Agreement) to indemnify the extent relating Seller or the Servicer for any acts or omissions of the Assignor that occurred prior to the Specified Mortgage LoansApril 1, the Depositor is released from all obligations under the Flow Servicing Agreement2006, and the Assignee hereby accepts is not undertaking any such assignment from liability hereunder. (b) The Assignor represents and warrants to the DepositorAssignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Sale Agreement. (c) Assignee agrees The Seller, the Servicer and the Assignor shall have the right to be boundamend, as “Owner” (as such term is defined in modify or terminate the Flow Servicing Agreement), by all Sale Agreement without the joinder of the terms, covenants and conditions of the Flow Servicing Agreement relating Assignee with respect to mortgage loans not conveyed to the Specified Mortgage LoansAssignee hereunder; provided, and from and after however, that such amendment, modification or termination shall not affect or be binding on the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsAssignee.

Assignment and Assumption. (a) 3.1. Effective on and as of the date hereofEffective Date, Chariot Funding LLC ("Chariot"), in its capacity as a Conduit Investor (the "Conduit Assignor") hereby sells and assigns to ▇▇ ▇▇▇▇ Trust (the "Conduit Assignee"), without recourse and without representation and warranty, and the Conduit Assignee hereby purchases and assumes from the Conduit Assignor, a fifty percent (50.0%) interest in and to all of the Conduit Assignor's rights and obligations under the Agreement and the other Transaction Documents. In consideration of the payment of $50,000,000, being 50.0% of the existing Net Investment, receipt of which payment is hereby acknowledged, the Conduit Assignor hereby sells, assigns, conveys and transfers assigns to the Depositor Conduit Assignee, and the Conduit Assignee hereby purchases from the Conduit Assignor, a 50.0% interest in and to all of its the Conduit Assignor's right, title and interest inin and to the Net Investment. 3.2. Effective as of the Effective Date, JPMorgan Chase, in its capacity as a Committed Investor (the "Committed Assignor") hereby sells and assigns to Bank of America (the "Committed Assignee"), without recourse and without representation and warranty, and the Committed Assignee hereby purchases and assumes from the Committed Assignor, a fifty percent (50.0%) interest in and to all of the Committed Assignor's rights and obligations under the Flow Servicing Agreement and the other Transaction Documents. Such interest expressed as a percentage of all rights and obligations of the Committed Assignor, shall be equal to the percentage equivalent of a fraction the numerator of which is $250,000,000 and the denominator of which is the Facility Limit. After giving effect to such sale and assignment, the Committed Assignee's Commitment will be $250,000,000. 3.3. Each of the Conduit Assignor and the Committed Assignor (collectively, the "Assignors") (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the SPV or the Servicer, NSC or the Originator or the performance or observance by any of the SPV, the Servicer, NSC or the Originator of any of its obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto. 3.4. Each of the Conduit Assignee and Committed Assignee (collectively, the "Assignees") (i) confirms that it has received a copy of the Agreement and the First Tier Agreement together with copies of the financial statements referred to in Section 6.1(a) of the Agreement, to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of delivered through the date hereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Depositor hereby sellsAdministrative Agent, assignsany of its Affiliates, conveys the Assignors or any other Committed Investor and transfers 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 Agreement and any other Transaction Document; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to the Assignee Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Conduit Investor or Committed Investor, as applicable; and (v) specifies as its rightaddress for notices and its account for payments the office and account set forth beneath its name on the signature pages hereof. 3.5. Effective as of the Effective Date, title and interest in(i) the Conduit Assignee shall be a party to the Agreement and, to and under the Flow Servicing Agreement to the extent relating provided in this Section 3, have the rights and obligations of a Conduit Investor thereunder, (ii) the Committed Assignee shall be a party to the Specified Mortgage LoansAgreement and, to the extent provided in this Section 3, have the rights and obligations of a Committed Investor thereunder, (iii) the Assignors shall, to the extent provided in this Assignment, relinquish their respective rights and be released from its obligations under the Agreement, and (iv) there shall be a new Investor Group consisting of the Conduit Assignee as the Conduit Investor, the Committed Assignee as the Committed Investor and Bank of America as Managing Agent. The Conduit Assignee and Committed Assignee appoints and authorizes Bank of America to act as Managing Agent for the related Investor Group and to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to a Managing Agent by the terms thereof, together with its obligations such powers and discretion as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositorare reasonably incidental thereto. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from 3.6. From and after the date hereofEffective Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer Administrative Agent shall make all of Assignor’s obligations as Owner thereunder payments under the Agreement in respect of the Specified Mortgage Loansinterest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment, Discount and Assignor is released from such obligationsfees) to the Assignees. The Assignors and Assignees shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves 3.7. The Committed Assignee shall not be required to fund hereunder an aggregate amount at any time outstanding in excess of $250,000,000, minus the aggregate outstanding amount of any interest funded by the Committed Assignee in its capacity as a participant under the Liquidity Agreement.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]8 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]9 hereunder are several and not joint.]10 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the Credit Agreement and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below (as including without limitation any guarantees included in such term is defined in the Flow Servicing Agreementfacilities) and (ii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of this Agreement, the date hereof, Assignor and the Assignee agree that the Assignor hereby sells, assignstransfers, conveys and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment purchases, assumes, and undertakes from the Depositor. Assignor, without recourse and without representation or warranty (cexcept as provided in this Agreement, (i) Assignee agrees ____% of the Commitments, the Committed Loans of the Assignor ("Assignee's Percentage Share") (such --------------------------- assigned Commitments representing ___% of the aggregate Commitments of all Lenders); and (ii) all related rights, benefits, obligations, liabilities and indemnities under and in connection with the Credit Agreement and each other Loan Document (other than any such rights, benefits, obligations, liabilities, or indemnities with respect to be bound, as “Owner” (as such term is defined in any Bid Loan made by the Flow Servicing AgreementAssignor), by all including the right to receive payments of principal of and interest on the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage LoansAssignor's Committed Loans hereby assigned, and from the obligation to fund future Committed Loans in respect of such assignment, and after to indemnify the date hereof, Assignee assumes for Agent or any other party under the benefit of each of Assignor, Depositor Credit Agreement and Servicer to pay all of Assignor’s obligations as Owner thereunder other amounts payable by a Lender (in respect of the Specified Mortgage LoansCommitments assigned hereunder) under or in connection with the Credit Agreement (other than any such amounts payable in respect of a Bid Loan). After giving effect to the foregoing assignments, the Commitment of the Assignee shall be $___________, and the Commitment of the Assignor shall be $____________. [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Committed Loans.] (b) With effect on or after the Effective Date (as defined herein), the Assignee shall be a party to the Credit Agreement and succeed to all the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, with Commitments in the amount assigned hereunder. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties that the Commitments of the Assignor shall be reduced by an amount equal to Assignee's Percentage Share thereof and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligationsobligations have been assumed by the Assignee.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofAssignment 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 the same may be amended, supplemented or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions for Assignment and Assumption 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. The Assignor named on the reverse hereof hereby sells, sells and assigns, conveys and transfers to the Depositor all of its rightwithout recourse, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under named on the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreementreverse hereof, and the Assignee hereby accepts such assignment purchases and assumes, without recourse, from the Depositor. Assignor, effective as of the Assignment Effective Date set forth on the reverse hereof, the interests set forth on the reverse hereof (cthe “Assigned Interest”) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Assignor’s rights and obligations under the Credit Agreement), by all of including, without limitation, the terms, covenants and conditions of interests set forth on the Flow Servicing Agreement relating reverse hereof in the Loans owing to the Specified Mortgage LoansAssignor which are outstanding on the Assignment Effective Date, together with the participations in Letters of Credit and from LC Disbursements held by the Assignor on the Assignment Effective Date, but excluding accrued interest and fees to and excluding the Assignment Effective Date. From and after the date hereofAssignment Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) any documentation required to be delivered by the Assignee assumes for pursuant to Section 5.03(e) of the benefit Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of Texas. Credit Agreement: Credit Agreement dated as of February 28, 2017 among ▇▇▇▇▇ Petroleum Company, LLC as Borrower, ▇▇▇▇▇ Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, ▇▇▇▇▇ Fargo Bank, National Association as Administrative Agent, and the Lenders from time to time party thereto, as the same may from time to time be amended, modified, supplemented or restated Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Assignment Effective Date: [ ], Depositor 201[ ] Commitment Assigned: $ % Loans Assigned: $ % The terms set forth above and Servicer all on the reverse side hereof are hereby agreed to: [Name of Assignor’s obligations ], as Owner thereunder in respect Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the Specified Mortgage Loanswithin assignment: ▇▇▇▇▇ Petroleum Company, and Assignor is released from such obligations.LLC ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent By: By: Name: Name: Title: Title:

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and [the] [each](7) Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors](8) hereunder are several and not joint.](9) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loans, rights and obligations sold and assigned pursuant to clause (i) above (the Depositor hereby accepts rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as may be amended, restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligations. (b) Effective on and as of Assumption, without representation or warranty by the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of . 1. Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.: [INSERT NAME OF ASSIGNOR] 2. Assignee(s): See Schedules attached hereto 3. Borrower: Ubiquiti Inc.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Loan 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below and (as such term is defined in the Flow Servicing Agreementii) 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 Loan 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 to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each 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. 1 For bracketed language here and elsewhere in this form relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing AgreementAssignee(s), by all of if the termsassignment is to a single Assignee, covenants and conditions of choose the Flow Servicing Agreement relating first bracketed language. If the assignment is to multiple Assignees, choose the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationssecond bracketed language.

Assignment and Assumption. (a) Effective The New Lender has agreed to purchase, on the terms set forth in the Assignment and Assumption attached as Exhibit D to the Existing Credit Agreement (the “Assignment and Assumption”) (and subject to the representations and warranties and other requirements therein (including, for the avoidance of the date hereofdoubt, the Assignor hereby sells, assigns, conveys and transfers delivery of an Administrative Questionnaire to the Depositor all Administrative Agent)), (i) $25,000,000 in aggregate of its rightUSD Revolving Commitments and $25,000,000 in aggregate of Multicurrency Revolving Commitments from the Assigning Lenders and (ii) $25,000,000 in aggregate of USD Revolving Commitments and $25,000,000 in aggregate of Multicurrency Revolving Commitments from the Exiting Lender and, title and interest inin each case, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” related Assigned Interest (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignment and Assumption), and the Depositor hereby accepts Assigning Lenders and the Exiting Lender have agreed to assign, on the terms set forth in the Assignment and Assumption (and subject to the representations and warranties and other requirements therein), (x) a portion (or all in the case of the Exiting Lender) of their Revolving Commitments such that after giving effect to such assignment and assumption, the Revolving Commitments of each Lender shall be as set forth in Schedule I hereto and (y) the related Assigned Interest, which such assignment and assumption shall be effective on the Second Amendment Effective Date (as defined below) (the “Assignment”), with the New Lender constituting an Assignee (as defined in the Assignment and Assumption) and each Assigning Lender and the Exiting Lender constituting an Assignor (as defined in the Assignment and Assumption). In accordance with Section 10.6(b)(iii) of the Existing Credit Agreement, upon the consummation of the Assignment, the Exiting Lender shall be released from its obligations under the Assignor Existing Credit Agreement and assumes such obligationsshall cease to be a party thereto (but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5 of the Credit Agreement). (b) The parties hereto hereby consent to the Assignment and the parties further agree that on the Second Amendment Effective on Date (i) the outstanding USD Revolving Loans held by the Assigning Lenders and as the Exiting Lender and the participations of the date hereofAssigning Lenders and the Exiting Lender in any outstanding USD Letters of Credit shall be reallocated to the New Lender ratably in proportion to its USD Revolving Commitments after giving effect to the Assignment and (ii) the Multicurrency Revolving Loans held by the Assigning Lenders and the Exiting Lender and the participations of the Assigning Lenders and the Exiting Lender in any outstanding Multicurrency Letters of Credit shall be reallocated to the New Lender ratably in proportion to its Multicurrency Revolving Commitments after giving effect to the Assignment. In connection with the Assignment and for the purposes of the Assignment only, the Depositor parties hereto hereby sells, assigns, conveys waive the processing and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined recordation fee set forth in the Flow Servicing AgreementSection 10.6(b)(ii)(F) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsExisting Credit Agreement.

Assignment and Assumption. (a) Effective With effect on and after the Effective Date (as of the date defined in Section 5 hereof), the Assignor hereby sells, assigns, conveys sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and the Depositor Assignee hereby accepts such assignment purchases and assumes from the Assignor Assignor, the Assigned Amount, which shall be equal to __ percent 116 (______%) (the "Assignee's Percentage Share") of all of the Assignor's rights and assumes such obligationsobligations under the Credit Agreement, including, without limitation, the Assignee's Percentage Share of the Aggregate Commitment [and any outstanding Committed Loans made by the Assignor]. The sale, assignment, purchase and assumption set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (b) Effective With effect on and after the Effective Date, the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Credit Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignee. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption, on the Effective Date the Assignee's Commitment will be $________. After giving effect to the assignment and from and after assumption, on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations's Commitment will be $________.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [the][each]1 Assignor identified on the Schedule hereto as “Assignor” or “Assignors” (collectively, the “Assignors” and each an “Assignor”) and [the][each]2 Assignee identified on the Schedule hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “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, 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][each] Assignor hereby sellsirrevocably sells and assigns to [the Assignee][the respective Assignees], assignsand [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], conveys subject to and transfers to in accordance with the Depositor 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][the respective Assignors’] rights and obligations in [its right, title and interest in, to and capacity as a Lender][their respective capacities as Lenders] under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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)][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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights 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][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsAssumption, without representation or warranty by [the][any] Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement, dated as of October 26, 2012 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), among OSI Restaurant Partners, LLC, OSI Holdco, Inc., the lenders from time to time party thereto (the “Lenders”), Deutsche Bank Trust Company Americas and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Joint Lead Arrangers, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Joint Lead Bookrunners, and ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Co-Documentation Agents, and the other agents and parties party thereto, 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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, 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 the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [the][each]8 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]9 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]10 hereunder are several and not joint.]11 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (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][each] Assignor hereby sellsirrevocably sells and assigns to [the Assignee][the respective Assignees], assignsand [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], conveys subject to and transfers to in accordance with the Depositor 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][the respective Assignors’] rights and obligations in [its right, title and interest in, to and capacity as a Lender][their respective capacities as Lenders] under the Flow Servicing Credit Agreement and the other Loan Documents to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, participations in L/C Obligations and Swing Line Loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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)][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 Loan Documents or the loan transactions governed thereby or in any way based on or related to any of the foregoing, 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 Specified Mortgage Loansrights 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][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsAssumption, without representation or warranty by [the][any] Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. 1.1 Subject to the terms and conditions of this Assignment and Assumption, (ai) Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) ___% (the "Assignee's Percentage Share") of (A) the Commitment of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement, the Loan Documents and the Co-Lender Agreement. 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement [and the Co-Lender Agreement] and succeed to all of its right, title the rights and interest in, be obligated to and perform all of the obligations of a Bank under the Flow Servicing Credit Agreement [and the Co-Lender Agreement], including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Bank under the Credit Agreement [or the Co-Lender Agreement]. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement [and the Co-Lender Agreement] to the extent relating to such obligations have been assumed by the Specified Mortgage LoansAssignee; provided, together with however, the Assignor shall not relinquish its obligations as “Owner” (as such term is defined in rights under Section 10.5 of the Flow Servicing Credit Agreement [or Section 9.4 of the Co-Lender Agreement) ] to the extent relating such rights relate to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers time prior to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. On the First Amendment Effective Date, immediately prior to giving effect to the amendments in Section 2 of this First Amendment and for an agreed consideration, each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A. (each an “Existing Lender”, and collectively, the “Existing Lenders”) hereby irrevocably sells and assigns to each of KeyBank National Association and Frost Bank (each, a “New Lender”, and collectively, the “New Lenders”), and each New Lender hereby irrevocably purchases and assumes from such Existing Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement (the “Assignment and Assumption”): (a) Effective on and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of such Existing Lender’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all of such Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of such Existing Lender specified in the Assigned Interests Grid and all of the Loans specified in the Assigned Interests Grid owing to such Existing Lender which are outstanding on the First Amendment Effective Date (prior to giving effect to the Assignment and Assumption), together with its obligations as “Owner” (as such term is defined the participations in Letters of Credit and LC Disbursements specified in the Flow Servicing AgreementAssigned Interests Grid held by such Existing Lender on the First Amendment Effective Date (prior to giving effect to the Assignment and Assumption), but excluding accrued interest and fees to and excluding the First Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, each New Lender shall have purchased and assumed from the Existing Lenders the Commitment, Maximum Credit Amount and Loans (and participations in Letters of Credit and LC Disbursements) specified in the below grid under the caption “Assumed Interests” and (b) to the extent relating permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lenders (each 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 Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (a) above. Such sale and assignment is without recourse to any Existing Lender and, except as expressly provided in the Standard Terms and Conditions, without representation or warranty by any Existing Lender. The Administrative Agent hereby waives the Depositor hereby accepts such assignment from fee payable to the Assignor and assumes such obligations. (bAdministrative Agent pursuant to Section 12.04(b) Effective on and as of the date hereof, Credit Agreement in connection with the Depositor Assignment and Assumption. The Standard Terms and Conditions are hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, agreed to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, incorporated herein by reference and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all made a part of the terms, covenants and conditions terms of the Flow Servicing Agreement relating Assignment and Assumption pursuant to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations this Section 3 as Owner thereunder if set forth herein in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsfull.

Assignment and Assumption. Subject to the terms and conditions hereof, as of the Effective Date as set forth on Schedule I, Assignor sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee purchases and assumes from Assignor, the percentage interest specified on Schedule I in all of the rights and obligations with respect to the outstanding Term Loans of Lenders arising under the Credit Agreement and the other Credit Documents (the “Assigned Share”). In consideration of such assignment, Assignee hereby agrees to pay to Assignor on the date set forth on Schedule I as the “Settlement Date”, the principal amount of any outstanding loans included within the Assigned Share (such principal amount referred to herein as the “Purchase Price”), such payment to be made by wire transfer of immediately available funds. Upon the occurrence of the Effective Date: (a) Effective on the Assignee shall have the rights and as obligations of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement a “Lender” to the extent relating of the Assigned Share and shall thereafter be a party to the Specified Mortgage LoansCredit Agreement and a “Lender” for all purposes of the Credit Documents; and (b) Assignor shall, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereofAssigned Share, relinquish its rights (other than any rights which survive the Depositor hereby sells, assigns, conveys termination of the Credit Agreement under Section 10.8 thereof) and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is be released from all its obligations under the Flow Servicing Credit Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from . From and after the date hereofEffective Date, Assignee assumes for Administrative Agent shall make all payments under the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (i) in the case of any interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (ii) in all other cases, to Assignee; provided, Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under the Credit Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by this Section 1 occurs on a date other than the Settlement Date.

Assignment and Assumption. (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the "SETTLEMENT DATE"), Assignor hereby sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, the percentage interest(s) in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Credit Documents with respect to Assignor's Commitments and Accommodations Outstanding, if any, which represents as of the Settlement Date, the percentage interest(s) specified in Item 3 of the Schedule of Terms of all rights and obligations of Lenders arising under the Credit Agreement and the other Credit Documents with respect to the Commitments and any Accommodations Outstanding (the "ASSIGNED SHARE"); (b) where there is more than one Assignor, such assignment shall be made on and a pro rata basis in accordance with each such Assignor's percentage interest in each of the Accommodations Outstanding as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as hereof for each of the date hereof, the Depositor Accommodations Outstanding being hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor.assigned; (c) in consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any Accommodations Outstanding included within the Assigned Share, such payment to be boundmade by wire transfer of immediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms; (d) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitments, as “Owner” the Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share; (as such term is defined in e) Assignor and Assignee hereby agree that, upon giving effect to the Flow Servicing Agreement)assignment and assumption described above, by (i) Assignee shall be a party to the Credit Agreement and shall have all of the termsrights and obligations under the Credit Documents, and shall be deemed to have made all of the representations, covenants and conditions agreements contained in the Credit Documents, arising out of or otherwise related to the Assigned Share; and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Flow Servicing Assigned Share (without prejudice to any claim which the Borrower may have against the Assignor on the Effective Date for breach of any such obligations, covenants and agreements). Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(e) is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns; and (f) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement relating shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Specified Mortgage LoansAssigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any Accommodations Outstanding shall have no effect on the Commitments, the Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after the date hereofSettlement Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer Administrative Agent shall make all of Assignor’s obligations as Owner thereunder payments under the Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (including all payments of principal, accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto) (A) in the case of any such interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by the Administrative Agent under the Credit Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by subsection 1(c) occurs on a date other than the Settlement Date.

Assignment and Assumption. (aA) Effective on Pursuant to the Interlocal Agreement and as of the date hereofAgreement, the Assignor Purchaser hereby sells, assigns, conveys transfers, conveys, grants, bargains and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to sells unto the Assignee all of its rightPurchaser's rights, title remedies, powers, title, interests, duties, obligations and interest inresponsibilities arising under the Agreement which relate to the Ft. Myer▇ ▇▇▇tem and the Purchased Assets associated therewith; and Sellers hereby consent and agree to such assignment and assumption. Except as provided in subsection (B) of this Assignment, such assignment and assumption shall be deemed subject to and be in all respects in conformance with all provisions of the Agreement. (B) Notwithstanding the provisions of Section 4.06 of the Agreement, the Net Interest Adjustment to the purchase price of $135,885,000 for the Ft. Myer▇ ▇▇▇tem shall be based on an assumed Arbitrage Yield on the Bonds issued by Lee ▇▇▇nty calculated by using the lowest bond yield achieved on any series of Bonds issued by the GUA rather than the bond yield achieved on the Bonds issued by Lee County and a bond insurance premium of 22.75 basis points. (C) The Assignee hereby accepts and agrees to, and the Sellers hereby consent to, the assignment and assumption of all of the Purchaser's rights, remedies, powers, title, interests, duties, obligations and responsibilities arising under the Flow Servicing Agreement which relate to the extent Ft. Myer▇ ▇▇▇tem and the Purchased Assets associated therewith. (D) The parties agree and acknowledge that in facilitating closing all instruments required to close relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in Ft. Myer▇ System will be separately executed and directly conveyed from the Flow Servicing Agreement) Sellers to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignee. (cE) Assignee agrees to be bound, as “Owner” (as such term The Agreement is defined in the Flow Servicing Agreement), hereby incorporated herein by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsreference.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignee[s]4 hereunder are several and not joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Credit Agreement identified below (as further amended, restated, amended and restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below (as including without limitation any guarantees included in such term is defined in the Flow Servicing Agreementfacilities) 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, 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 to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each 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. 3 For bracketed language here and elsewhere in this form relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing AgreementAssignee(s), by all of if the termsassignment is to a single Assignee, covenants and conditions of choose the Flow Servicing Agreement relating first bracketed language. If the assignment is to multiple Assignees, choose the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationssecond bracketed language.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each](1) Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees](2) hereunder are several and not joint.](3) 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption Agreement (athis “Assignment”) Effective on and is made effective as of the date hereofday of , 20 (“Effective Date”) by and between Roche Palo Alto LLC, a Delaware limited liability company (“Assignor”) and , a (“Assignee”) pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions (the “Agreement”) dated as of , 2011 between Assignor and Assignee. All capitalized terms used in this Assignment and not otherwise defined shall have the meanings assigned to such terms in the Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells, assignstransfers, conveys sets over and transfers to the Depositor delivers unto Assignee all of its Assignor’s estate, right, title and interest in, to in and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssumed Contracts set forth on Exhibit A attached hereto, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from assignment. By acceptance of this Assignment, Assignee hereby assumes the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by performance of all of the terms, obligations, covenants and conditions imposed upon Assignor under the Assumed Contracts. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the scope of Article 5 (which are exclusively addressed in the Agreement), Assignee shall indemnify, defend, protect and hold harmless Assignor and Assignor’s Affiliates, from and against all third party liabilities, claims, losses, actions, damages, fines, costs, expenses, causes of action and demands (collectively “Claims”) made against them or any of them to the extent such Claims are caused by a material breach of the Flow Servicing Agreement obligations of Assignee under the Assumed Contracts, but only to the extent such Claims accrue and are applicable to a period on or after the Effective Date of this Assignment and would not be barred by applicable statutes of limitation as to Assignee. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the Specified Mortgage Loansscope of Article 5 (which are exclusively addressed in the Agreement), Assignor shall indemnify, defend, protect and hold harmless Assignee and Assignee’s employees, partners, subsidiaries, parents, affiliates, shareholders, officers, directors, attorneys, agents and affiliates, from and after against all third party Claims made against them or any of them to the date hereofextent such Claims are caused by a material breach of the obligations of Assignor under the Assumed Contracts, Assignee assumes for but only to the benefit extent such Claims accrue and are applicable to a period prior to the Effective Date of this Assignment and would not be barred by applicable statutes of limitation as to Assignor. This instrument shall be binding upon parties and their successors and assigns. This Assignment may be executed in counterparts, each of Assignor, Depositor which shall be deemed original and Servicer all of Assignor’s obligations as Owner thereunder in respect which together shall constitute one and the same instrument. This Assignment is governed by California law without regard to principals of the Specified Mortgage Loans, and Assignor is released from such obligationsconflicts of laws.

Assignment and Assumption. 1.1 Subject to the terms and conditions of this Assignment and Assumption, (ai) Effective on and as of the date hereof, the Assignor hereby sells, assignstransfers and assigns to Assignee, conveys and transfers (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) % (the “Assignee’s Percentage Share”) of (A) the Commitment of Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of Assignor under and in connection with the Loan Agreement and the other Loan Documents. 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Depositor Loan Agreement and shall succeed to all of its right, title the rights and interest in, be obligated to and perform all of the obligations of a Lender under the Flow Servicing Loan Agreement, including the requirements concerning the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Lender under the Loan Agreement. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent relating such obligations have been assumed by Assignee; provided, however, that Assignor shall not relinquish its rights to be indemnified by Borrower under the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) Environmental Indemnity or any other Loan Documents to the extent relating such rights relate to the Specified Mortgage Loans, and time prior to the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsEffective Date. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers 1.3 After giving effect to the Assignee all of assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ ; and its right, title and interest in, to and under the Flow Servicing Agreement Ratable Share will be %. 1.4 After giving effect to the extent relating to assignment and assumption set forth herein, on the Specified Mortgage Loans, together with Effective Date Assignee’s Commitment will be $ ; and its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorRatable Share will be %. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]4 hereunder are several and not joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Each of Assignor and as of the date hereof, the Assignee represents and warrants to Landlord that pursuant to a separate instrument (i) Assignor hereby sells, assigns, conveys has irrevocably and transfers to the Depositor absolutely assigned all of its Assignor's right, title and interest in, to and under the Flow Servicing Agreement Lease to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and Assignee effective as of the date hereof, the Depositor hereby sells(ii) except as may be expressly provided herein, assigns, conveys Assignee has irrevocably and transfers absolutely (A) assumed and agreed to the Assignee discharge all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all Assignor's obligations under the Flow Servicing Agreement, Lease arising from and after the Assignee hereby accepts such assignment from the Depositor. date hereof and (cB) Assignee agrees agreed to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), bound by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to Lease binding upon the Specified Mortgage Loans, and Tenant thereunder from and after the date hereof and (iii) such assignment and assumption are effective as of the date hereof. (b) Each of Assignee and Assignor also warrants and represents that simultaneously herewith, Assignee assumes (i) ShoLodge has assigned to Prime Hospitality Corp. ("PRIME") all of ShoLodge's right, title and interest in and to the Guaranty Deposit held under that certain Limited Guaranty Agreement, dated as of November 19, 1997, made by ShoLodge for the benefit of each of AssignorLandlord and Hospitality Properties Trust as amended and supplemented by two (2) letters dated November 19,1999, Depositor the Second Amendment and Servicer the Fourth Amendment (as so amended and supplemented, the "GUARANTY") and (ii) Prime has contributed to Assignee all of Assignor’s obligations as Owner thereunder in respect Prime's right to receive interest on the Guaranty Deposit pursuant to the terms of this Agreement attributable to the Term. (c) Landlord hereby consents to the such assignments and assumption. This consent does not constitute consent to any further assignment, mortgage, pledge, hypothecation, encumbrance or other transfer of the Specified Mortgage LoansGuaranty Deposit or the Amended Lease or any subletting or by Assignee, and Assignor which shall, in each case, require Landlord's further consent except to the extent such consent is released from such obligations.expressly not required pursuant to the terms of Section 16.3

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [Insert Name of Assignor] (the “Assignor”), and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignees] [Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, together with its obligations as “Owner” without limitation, any guarantees included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating permitted to be assigned under applicable Legal Requirements, 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) Effective on and as As of the date hereofAmendment Effective Date (as defined in Section 5 below), each of TD Bank, N.A. (the “Exiting Lender”) and each other applicable Lender (other than The Toronto-Dominion Bank, New York Branch, ING Capital LLC and Flagstar Bank, N.A. (collectively, the Assignor hereby sells“New Lenders”)) which is decreasing its Revolver Commitment, assignsits WC Commitment, conveys and transfers its WC Interim Commitment or its Applicable Percentage, as the case may be, from that which exists immediately prior to the Depositor effectiveness of this Amendment (collectively, the “Assignors” and each, individually, an “Assignor”) hereby irrevocably sells and assigns to each of the New Lenders and each other applicable Lender (other than the Exiting Lender) which is increasing its Revolver Commitment, its WC Commitment, its WC Interim Commitment or its Applicable Percentage, as the case may be, from that which exists immediately prior to effectiveness of this Amendment (collectively, the “Assignees” and each, an “Assignee”), and each Assignee hereby irrevocably purchases and assumes from the respective Assignors, at par, subject to and in accordance with the Standard Terms and Conditions attached to the form of Assignment and Assumption attached as Exhibit F-1 to the Credit Agreement, (i) all of its right, title the respective Assignors’ rights and interest in, to and obligations in their respective capacities as Lenders under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto so that after giving effect to any such assignment and assumption each Lender’s WC Commitment, WC Interim Commitment and Revolver Commitment are as set forth on the extent relating Schedule 2.01 which is part of Exhibit A-1 hereto (with the Exiting Lender having a WC Commitment, WC Interim Commitment and a Revolver Commitment of zero) and all outstanding Loans owing to each such Lender (including, without limitation, the Specified Mortgage LoansLetters of Credit and the Swing Line Loans included in such facilities) reflect its applicable Commitments, together with its obligations as “Owner” and (as such term is defined in the Flow Servicing Agreementii) to the extent relating permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). The Assignors, the Assignees, the Administrative Agent and the Borrowers shall be deemed to enter into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit F-1 to the Credit Agreement to effectuate the assignment and assumption contemplated hereby (including, for the avoidance of doubt, that the Assignors shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 of the Credit Agreement with respect to facts and circumstances occurring prior to the effective date of the assignment contemplated hereby). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided herein, without representation or warranty by any Assignor. Notwithstanding anything to the contrary contained herein each Assignor is executing this Amendment solely with respect to its rights and obligations under this Section 4 of the Amendment, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsnot for any other purpose. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective With effect on and after the Effective Date (as of the date defined in Section 5 hereof), the Assignor hereby sells, assigns, conveys sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and the Depositor Assignee hereby accepts such assignment purchases and assumes from the Assignor Assignor, the Assigned Amount, which shall be equal to ________ percent (___%) (the "Assignee's Percentage Share") of all of the Assignor's rights and assumes such obligationsobligations under the Credit Agreement, including, without limitation, the Assignee's Percentage Share of the Assignor's Commitment and any outstanding Loans. The assignment set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (b) Effective With effect on and after the Effective Date, the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Credit Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignee. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption, on the Effective Date, the Assignee's Tranche A Commitment will be _______________________________ United States dollars (U.S.$__________). After giving effect to such assignment and from and after assumption, on the date hereofEffective Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsAssignee's Tranche B Commitment will be _______________ United States dollars (U.S.$________).

Assignment and Assumption. (a) Effective on upon the Settlement Date specified in Item 4 of the Schedule of Terms (the "Settlement Date"), Assignor hereby sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, that percentage interest in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Financing Documents with respect to Assignor's outstanding Loans, if any, which represents, as of the date hereofSettlement Date, the Assignor hereby sells, assigns, conveys percentage interest specified in Item 3 of the Schedule of Terms of all rights and transfers to the Depositor all obligations of its right, title and interest in, to and Lenders arising under the Flow Servicing Credit Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from other Financing Documents with respect to any outstanding Loans (the Assignor and assumes such obligations"Assigned Share"). (b) Effective on and as In consideration of the date hereofassignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the Depositor hereby sellsprincipal amount of any outstanding Loans included within the Assigned Share, assigns, conveys and transfers such payment to be made by wire transfer of immediately available funds in accordance with the Assignee all applicable payment instructions set forth in Item 5 of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorSchedule of Terms. (c) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Loans and the Percentage of Assignee agrees after giving effect to the assignment and assumption described above. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be bound, as “Owner” (as such term is defined in a party to the Flow Servicing Agreement), by Credit Agreement and shall have all of the termsrights and obligations under the Financing Documents, and shall be deemed to have made all of the covenants and agreements contained in the Financing Documents, arising out of or otherwise related to the Assigned Share and (ii) Assignor shall be absolutely released from any of such obligations, covenants and conditions agreements assumed or made by Assignee in respect of the Flow Servicing Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of the Issuer, Vencor, the Administrative Agent, the Assignor and the Lenders and their respective successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement relating shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Specified Mortgage LoansAssigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the outstanding Loans shall have no effect on the Loans and the Percentage of Assignee set forth in Item 3 of the Schedule of Terms or on the interest of Assignee in any outstanding Loans corresponding thereto, and (iii) from and after the date hereofSettlement Date, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer Administrative Agent shall make all of Assignor’s obligations as Owner thereunder payments under the Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (including without limitation all payments of principal and accrued but unpaid interest, with respect thereto) (A) in the case of any such interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by the Administrative Agent under the Financing Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a date other than the Settlement Date.

Assignment and Assumption. (a) Effective Before giving effect to this Agreement, Assignor’s (a) Commitment is $ , (b) aggregate principal amount of its outstanding Loans is $ , (c) aggregate principal amount of its outstanding L/C Obligations is $ and (d) Pro Rata Share is %. With effect on and after the Effective Date (as of the date defined in Section 4 hereof), Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, the Assignor hereby sellsAssigned Amount, assigns, conveys and transfers which shall be equal to percent ( %) (the Depositor “Assignee’s Percentage Share”) of all of its right, title Assignor’s rights and interest in, to and obligations under the Flow Servicing Credit Agreement, including, without limitation, Assignee’s Percentage Share of Assignor’s (i) Commitment, and (ii) outstanding Loans. After giving effect to this Agreement to on the extent relating to Effective Date, the Specified Mortgage LoansCommitment, together with its obligations outstanding Loans and Pro Rata Share of Assignor and Assignee, respectively, are set forth as “Owner” follows: Assignor $ % $ Assignee $ % $ EXHIBIT E – FORM OF ASSIGNMENT AND ACCEPTANCE The assignment set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as such term is defined expressly provided in the Flow Servicing this Agreement) to the extent relating to the Specified Mortgage Loansby, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsAssignor. (b) Effective With effect on and after the Effective Date, Assignee shall be a party to the Credit Agreement, shall become a “Lender” for all purposes as therein defined and contemplated, and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement with a Commitment in the amount and with the Pro Rata Share set forth above for Assignee. Assignee agrees that it is bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto, and that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that (i) the Commitment of Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys be reduced by Assignee’s Percentage Share and transfers to the Assignee all of (ii) Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Credit Agreement to the extent relating to the Specified Mortgage Loans, together with its such obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositorhave been assumed by Assignee. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, Lian Oncology hereby irrevocably assigns and transfers to Lian Oncology HK all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement), including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that Lian Oncology has or may have under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement) (a) Effective on for past, present and as future infringements of the date hereofNavire IP, the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on for past, present, and as future breaches by Navire of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing License Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology HK, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (as assignee of LianBio Licensing under the Assignment Agreement) (such assignment, the “Assignment”). 1.2. Lian Oncology HK hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be boundbound by the License Agreement in accordance with its terms, as “Owner” (ii) assumes all liabilities, duties, and obligations of Lian Oncology under the License Agreement (as such term is defined in assignee of LianBio Licensing under the Flow Servicing Assignment Agreement), and (iii) acquires all rights, licenses, title, interest, claims, and demands of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement), including, without limitation, the Licensed Rights, in each case, as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (as assignee of LianBio Licensing under the Assignment Agreement). 1.3. Lian Oncology HK shall assume all liability for any breach, non-observance or failure by all Lian Oncology to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement), irrespective of whether or not any such breach, non-observance or failure is known to any of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsParties.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the termsAssignor’s rights and obligations in its capacity as a 2012 Lender, covenants a 2014 Lender, a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, a 2016 Tranche B Term Lender or a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, as applicable, under the Credit Agreement and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (in its capacity as a 2012 Lender, a 2014 Lender, a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, 2016 Tranche B Term Lender or a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, as applicable) 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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Assignment and Assumption, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and (ii) the Depositor Assignee hereby accepts such assignment purchases, assumes and undertakes from the Assignor, in all cases, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) % (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and assumes such (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) Effective With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Amount and the Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Loan Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage LoansAssignee; provided, together with that the Assignor shall not relinquish its obligations as “Owner” (as such term is defined in rights under Sections 1.5, 10, 11.3 and 11.4 of the Flow Servicing Agreement) Loan Agreement to the extent relating such rights relate to the Specified Mortgage Loans, time prior to the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and from and after assumption set forth herein, on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsCommitment will be $ .

Assignment and Assumption. OF THE 23 EXISTING LEASES. a. By EIP and the Additional Lessor: (ai) Effective on and as of the date hereof, the Assignor EIP hereby sells, assigns, conveys and transfers (A) assigns to the Depositor Additional Lessor all of its right, title and interest in, to in and under the Flow Servicing Agreement to the extent relating 23 Existing Leases and (B) conveys, transfers and assigns to the Specified Mortgage LoansAdditional Lessor all of its interest in and to any fixtures, together equipment and other personal property used in connection with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsTransfer Hotels. (bii) Effective on The Additional Lessor hereby (A) accepts the assignments, conveyances and as transfers in paragraph (i) above and (B) assumes all of the obligations of the "Lessor" under the 23 Existing Leases accruing from and after the date hereof, . (iii) EIP hereby agrees to hold the Depositor hereby sells, assigns, conveys Additional Lessor harmless from the obligations and transfers liabilities of the "Lessor" under the 23 Existing Leases arising from or relating to events or circumstances occurring prior to the Assignee date hereof. The Additional Lessor hereby agrees to hold EIP harmless from the obligations and liabilities of the "Lessor" under the 23 Existing Leases arising from or relating to events or circumstances occurring on or after the date hereof. b. By the Partnership and the Additional Lessee: (i) The Partnership hereby (A) assigns to the Additional Lessee all of its right, title and interest in, to in and under the Flow Servicing Agreement to the extent relating 23 Existing Leases and (B) conveys, transfers and assigns to the Specified Mortgage LoansAdditional Lessee all of its interest in and to any fixtures, together equipment and other personal property used in connection with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorTransfer Hotels. (cii) Assignee agrees to be boundThe Additional Lessee hereby (A) accepts the assignments, as “Owner” conveyances and transfers in paragraph (as such term is defined in the Flow Servicing Agreement), by i) above and (B) assumes all of the terms, covenants and conditions obligations of the Flow Servicing Agreement relating to "Lessee" under the Specified Mortgage Loans, and 23 Existing Leases accruing from and after the date hereof, Assignee assumes for . (iii) The Partnership hereby agrees to hold the benefit of each of Assignor, Depositor Additional Lessee harmless from the obligations and Servicer all of Assignor’s obligations as Owner thereunder in respect liabilities of the Specified Mortgage Loans"Lessee" under the 23 Existing Leases arising from or relating to events or circumstances occurring prior to the date hereof. The Additional Lessee hereby agrees to hold harmless the Partnership from the obligations and liabilities of the "Lessee" under the 23 Existing Leases arising from or relating to events or circumstances occurring on or after the date hereof. c. EIP agrees to look solely to the Partnership and the IHC Guarantees with respect to the obligations of the "Lessee" under the 23 Existing Leases accruing, or arising from or relating to events or circumstances occurring, prior to the date hereof; and Assignor is released the Additional Lessor agrees that it will have no rights or claims with respect thereto. Except as provided in Section 2.e below, the Additional Lessor agrees to look solely to the Additional Lessee and the IHC Guarantees with respect to the obligations of the "Lessee" under the 23 Existing Leases accruing, or arising from such obligationsor relating to events or circumstances occurring, from and after the date hereof; and EIP agrees that it will have no rights or claims with respect thereto. d. The Partnership agrees to look solely to EIP with respect to the obligations of the "Lessor" under the 23 Existing Leases accruing, or arising from or relating to

Assignment and Assumption. (a) Effective on and as Assignor hereby assigns to Assignee, effective upon the receipt of the date hereofconsideration set forth in Section 1(c) and Administrative Agent's receipt of any processing and recordation fee required under subsection 10.1B of the Credit Agreement, without recourse, representation or warranty (except as expressly set forth herein), an undivided _____% interest (the "Percentage") in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Loan Documents relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder [and concurrently therewith sells to Assignee, without recourse, representation or warranty (except as expressly set forth herein), the Assignor hereby sells, assigns, conveys and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsAssignee Participation]. (b) Effective on Assignee hereby assumes from Assignor, and as of the date hereofAssignor is hereby expressly and absolutely released from, the Depositor hereby sellsPercentage of all of Assignor's obligations arising under the Loan Documents relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder, assignsincluding without limitation all such obligations with respect to any Australian Loans to be made and any participations in Australian Letters of Credit to be purchased, conveys and transfers pursuant to the Assignee all of its right, title and interest in, to and under the Flow Servicing Credit Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement[, and Assignee hereby purchases from Assignor the Assignee hereby accepts such assignment from the DepositorParticipation]. (c) Notwithstanding any provisions of this Agreement to the contrary, each of the Assignor and Assignee hereby acknowledges and confirms its understanding and agreement that the Australian Commitments of the Australian Lenders under the Credit Agreement may from time to time be increased or decreased by the Borrowers in accordance with subsection 2.1A of the Credit Agreement through changes in the Australian Allocation or the addition of Lenders with Australian Commitments, provided that the Australian Allocation may not at any time exceed the aggregate amount of the Overall Commitment of all Lending Units then in effect. Each of the Assignor and Assignee acknowledges that the Percentage interest in the Australian Commitment being assigned and assumed hereunder equals the Assignee's Australian Lender Pro Rata Share, as set forth on Annex II attached hereto, of the Australian Allocation of the Overall Commitment as in effect on and after the date upon which this Agreement becomes effective. (d) Assignor hereby represents and warrants that as of the effective date of this Agreement the respective amounts of unpaid principal, accrued but unpaid interest and accrued but unpaid fees with respect to the Percentage of Assignor's rights under the Credit Agreement relating to Assignor's Australian Commitment and Australian Allocation and any Australian Loans and Assignor Participations outstanding thereunder [and with respect to the Assignee Participation] are as set forth on Annex I attached hereto. In consideration of Assignor's assignment, Assignee hereby agrees to pay to Assignor, on the effective date of this Agreement, the amount of $_________________ in immediately available funds by wire transfer to Assignor's office at ___________________________________________________________. (e) Assignor and Assignee hereby agree that Annex II attached hereto sets forth the amount of the Australian Commitment and Australian Allocation, any Australian Loans, and participations by Assignee in any Australian Letters of Credit outstanding under the Commitment and the Australian Lender Pro Rata Share of Assignee after giving effect to the assignment and assumption [and the sale and purchase] described above. (f) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption [and the sale and purchase] described above, Assignee shall be bounda party to the Credit Agreement as an Australian Lender thereunder, as “Owner” (as such term is defined in the Flow Servicing Agreement), by and shall have all of the termsrights and obligations under the Loan Documents of, and shall be deemed to have made all of the covenants and conditions agreements contained in the Loan Documents made by, an Australian Lender having the Australian Commitment and Australian Allocation, the outstanding Australian Loans, the aggregate participation in outstanding Australian Letters of Credit and the Australian Lender Pro Rata Share of Assignee as reflected on Annex II attached hereto. Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(f) is expressly made for the benefit of Company, Borrowers, Australian Administrative Agent, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (g) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect [(A)] the assignment by Assignor and the assumption by Assignee of the Flow Servicing Agreement relating Percentage of Assignor's rights and obligations with respect to Assignor's Australian Commitment and Australian Allocation and any Australian Loans and Assignor Participations outstanding thereunder and all rights and obligations under the Specified Mortgage Loan Documents with respect thereto [and (B) the sale by Assignor and the purchase by Assignee of the Assignee Participation], (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to Assignor's Australian Commitment and Australian Allocation and any Australian Loans or Assignor Participations outstanding thereunder [, and any other sales by Assignor of participations in the Assignor Letters of Credit,] shall have no effect on Australian Commitment and Australian Allocation, the outstanding Australian Loans, the aggregate participation in outstanding Australian Letters of Credit or Australian Lender Pro Rata Share of Assignee set forth on Annex II attached hereto, and (iii) from and after the effective date hereofof this Agreement, Assignee assumes for Administrative Agent shall make all payments under the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit Agreement in respect of the Specified Mortgage LoansPercentage interest assigned hereby [and the Assignee Participation] (including without limitation all payments of principal and accrued but unpaid interest and commitment and letter of credit fees with respect thereto) to Assignee, whether such amounts (in the case of such interest and Assignor is released from such obligationsfees) have accrued prior to the effective date of this Agreement or subsequent thereto.

Assignment and Assumption. (a) Effective on 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee as of the date hereof (the “Closing Date”) all of the right, title and interest of the Assignor, as “Purchaser” on a servicing released basis, in, to and under (a) those certain mortgage loans (the “Mortgage Loans”) listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A and the Servicing Rights with respect thereto and (b) with respect to the Mortgage Loans, except as described below, that certain Mortgage Loan Purchase and Interim Servicing Agreement dated as of [Date] (the “MLPA”) and as amended by that certain Amendment No. 1 dated as of [Date] (“Amendment One” and together with the MLPA, the “Purchase Agreement”), attached hereto as Exhibit B, in each case between the Assignor, as purchaser, and the Company, as seller, pursuant to which the Assignor has acquired the Mortgage Loans on a servicing-released basis, together with the Assignor’s rights and obligations as “Purchaser” under the Purchase Agreement to the extent relating to the Mortgage Loans, and in each case from and after the date hereof. The Assignee hereby assumes all of the Assignor’s rights and obligations under the Purchase Agreement, to the extent relating to the Mortgage Loans, Assignee hereby agrees to be bound as “Purchaser” by all of the terms and conditions of the Purchase Agreement, in each case from and after the date hereof, and the Company hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor hereby sellsfrom any obligations under the Purchase Agreement from and after the date hereof, assigns, conveys and transfers to the Depositor extent relating to the Mortgage Loans. 2. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all of its right, title and interest in, to and under and any obligations of the Flow Servicing Agreement Assignor with respect to any mortgage loans subject to the extent relating to Purchase Agreement which are not the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in Loans set forth on the Flow Servicing Mortgage Loan Schedule set forth on Exhibit A and are not the subject of this Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on and as of the date hereofSettlement Date specified in Item 5 of the Schedule of Terms (the "Settlement Date"), Assignor hereby sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, that percentage interest in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Loan Documents which represents, as of the Settlement Date, the Assignor hereby sells, assigns, conveys percentage interest specified in Item 3 of the Schedule of Terms of all rights and transfers to the Depositor all obligations of its right, title and interest in, to and Lenders arising under the Flow Servicing Credit Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from other Loan Documents with respect to any outstanding Loans (the Assignor and assumes such obligations"Assigned Share"). (b) Effective on and as In consideration of the date hereofassignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the Depositor hereby sellsprincipal amount of any outstanding Loans included within the Assigned Share, assigns, conveys and transfers such payment to be made by wire transfer of immediately available funds in accordance with the Assignee all applicable payment instructions set forth in Item 6 of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorSchedule of Terms. (c) Assignee Assignor agrees to be bound, as “Owner” (as such term is defined pay to Assignee a closing fee in the Flow Servicing Agreement)amount specified in Item 4 of the Schedule of Terms. (d) Assignor and Assignee hereby agree that, by upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the termsrights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and conditions agreements assumed or made by Assignee in respect of the Flow Servicing Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this 10.1 (A)-1 140 Section 1(d) is expressly made for the benefit of Borrower, Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement relating shall effect the sale and assignment by Assignor and the purchase and assumption by Assignee of Assignor's rights and obligations with respect to the Specified Mortgage LoansAssigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to any outstanding Loans shall have no effect on the Pro Rata Share of Assignee set forth in Item 3 of the Schedule of Terms or on the interest of Assignee in any outstanding Loans corresponding thereto, and (iii) from and after the date hereofSettlement Date, Assignee assumes for Agent shall make all payments under the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (including without limitation all payments of principal and accrued but unpaid interest (1)[and Closing Fees] with respect thereto) (A) in the case of any such interest {and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor is released from such obligationsand Assignee shall make payments directly to each other in accordance with the payment instructions set forth in Item 6 of the Schedule of Terms to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Agent under the Loan Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a date other than the Settlement Date.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and [the] [each](5) Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees hereunder are several and not joint.](6) 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Affiliated Lender Assignment and Assumption (athe “Affiliated Lender Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Affiliated Lender] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented 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 I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions obligations in its capacity as a Term 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and from any other right of the Assignor (in its capacity as a Term 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 after all other claims at law or in equity related to the date hereof, Assignee assumes for rights and obligations sold and assigned pursuant to clause (i) above (the benefit of each of Assignor, Depositor rights and Servicer obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations as Owner thereunder in respect under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Specified Mortgage LoansCredit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the Assignor and Assignor is released from such obligations(iii) except as expressly provided in this Affiliated Lender Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. (a) Effective on and as of the date hereof: (i) Liberty hereby transfers, assigns and conveys to the Assignor its rights, benefits, liabilities and obligations under the Stockholder Agreement with respect to the Transferred Equity Securities (such rights and benefits, collectively, the “Assigned Rights”, and such liabilities and obligations, collectively, the “Assigned Obligations”) for the period from and following the execution of this Agreement until the Second Transfer (the “First Transfer Period”), and, immediately following the First Transfer, (ii) Assignor hereby sellstransfers, assigns, assigns and conveys and transfers to the Depositor all of its right, title Assignee the Assigned Rights and interest in, to and under the Flow Servicing Agreement Assigned Obligations with respect to the extent relating to Transferred Equity Securities for the Specified Mortgage Loans, together with its obligations as period from and following the Second Transfer (the “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations.Second Transfer Period”); (b) Effective on (i) during the First Transfer Period, the Assignor accepts and assumes the Assigned Rights and Assigned Obligations and agrees to be bound by the Assigned Obligations and to perform the Assigned Obligations in accordance therewith as of if the Assignor had executed and delivered the Stockholder Agreement and (ii) during the Second Transfer Period, the Assignee accepts and assumes the Assigned Rights and Assigned Obligations and agrees to be bound by the Assigned Obligations and to perform the Assigned Obligations in accordance therewith as if the Assignee had executed and delivered the Stockholder Agreement; (c) Live Nation acknowledges that (i) prior to the date hereof, Liberty was a Liberty Party for purposes of the Depositor hereby sellsStockholder Agreement and will remain a Liberty Party for purposes of the Stockholder Agreement at all times during the First Transfer Period and the Second Transfer Period, assigns(ii) during the First Transfer Period, conveys and transfers Assignor will be a Liberty Party for purposes of the Stockholder Agreement and, as such, unless the context of the Stockholder Agreement otherwise requires, the Assignor is entitled to the Assignee all of its rightthe Assigned Rights and will be subject to all of the Assigned Obligations, title in each case, as if it had executed and interest in, to and under delivered the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Stockholder Agreement, and (iii) during the Second Transfer Period, Assignee will be a Liberty Party for purposes of the Stockholder Agreement and, as such, unless the context of the Stockholder Agreement otherwise requires, the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees is entitled to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the termsAssigned Rights and will be subject to all of the Assigned Obligations, covenants in each case, as if it had executed and delivered the Stockholder Agreement; and (d) Liberty and Live Nation acknowledge and agree that the securities subject to the Transfers described in the third recital will remain subject to the terms and conditions of the Flow Servicing Stockholder Agreement relating in all respects and that, for the avoidance of doubt, pursuant to the Specified Mortgage LoansStockholder Agreement, such Transfers will not change in any respect the Applicable Percentage. In addition, Liberty represents and warrants to Live Nation that (i) at the time of the First Transfer of the Transferred Equity Securities to the Assignor and throughout the First Transfer Period, the Assignor is a wholly-owned subsidiary of Liberty and a Liberty Party, (ii) at the time of the Second Transfer of the Transferred Equity Securities to the Assignee, the Assignee is a wholly-owned subsidiary of Assignor and a Liberty Party, (iii) following the Transfers of the Transferred Equity Securities, Liberty will continue to own 50,185,694 shares of common stock of Live Nation and the Other Liberty Party will continue to own 8,970,379 shares of common stock of Live Nation, and from (iv) the Liberty Parties’ Beneficial Ownership of Equity Securities does not, and after giving effect to the date hereofTransfers described in the third recital will not, Assignee assumes for exceed the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsApplicable Percentage.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [Insert Name of Assignor] (the “Assignor”), and the parties identified on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the [Assignees] [Assignors]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor [Assignee] [respective Assignees], 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 Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating permitted to be assigned under applicable Legal Requirements, 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below (as including without limitation any guarantees included in such term is defined in the Flow Servicing Agreementfacilities) and (ii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Assignment and Assumption, the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Assumption), an interest in (i) the Depositor hereby accepts such assignment from Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and assumes such obligationsin connection with the Loan Agreement and the other Loan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be [ ] ([ ]%) percent. (b) Effective With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the date hereofEffective Date, the Depositor hereby sells, assigns, conveys and transfers be reduced by an amount equal to the Assignee all of Assigned Commitment Amount and Assignor shall relinquish its right, title rights and interest in, to and be released from its obligations under the Flow Servicing Loan Agreement to the extent relating to such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.3, 3.4(a), 3.5, 12.5 and 14.4 of the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) Loan Agreement to the extent relating such rights relate to the Specified Mortgage Loans, time prior to the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorEffective Date. (c) Assignee agrees After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be bound$[ ]. (d) After giving effect to the assignment and assumption set forth herein, as “Owner” on the Effective Date Assignor’s Commitment will be $[ ] (as such term is defined in the Flow Servicing Agreement), amount may be further reduced by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and any other assignments by Assignor on or after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations).

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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, restated, amended and restated, supplemented 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]5 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] each Assignee. The Standard Terms and Conditions set forth in Annex 1 (the “Standard Terms and Conditions”) attached hereto are hereby agreed to by the Assignee and the Assignor and are 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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) 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, 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 to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each 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. 5 For bracketed language here and elsewhere in this form relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing AgreementAssignee(s), by all of if the termsassignment is to a single Assignee, covenants and conditions of choose the Flow Servicing Agreement relating first bracketed language. If the assignment is to multiple Assignees, choose the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationssecond bracketed language.

Assignment and Assumption. (a) Effective on upon the Settlement Date specified in Item 4 of the Schedule of Terms (the "Settlement Date"), Assignor hereby sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, that percentage interest in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Loan Documents with respect to Assignor's Commitment and outstanding Loan, if any, which represents, as of the date hereofSettlement Date, the Assignor hereby sells, assigns, conveys percentage interest specified in Item 3 of the Schedule of Terms of all rights and transfers obligations of Lenders arising under the Credit Agreement and the other Loan Documents with respect to the Depositor all of its right, title Commitments and interest in, to and under any outstanding Loans (the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations"Assigned Share"). (b) Effective on and as In consideration of the date hereofassignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the Depositor hereby sellsprincipal amount of any outstanding Loan included within the Assigned Share, assigns, conveys and transfers such payment to be made by wire transfer of immediately available funds in accordance with the Assignee all applicable payment instructions set forth in Item 5 of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorSchedule of Terms. (c) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitment, the outstanding Loan and the Pro Rata Share corresponding to the Assigned Share. (d) Assignor and Assignee agrees hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be bound, as “Owner” (as such term is defined in a party to the Flow Servicing Agreement), by Credit Agreement and shall have all of the termsrights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and conditions agreements assumed or made by Assignee in respect of the Flow Servicing Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of Company, Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement relating shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Specified Mortgage LoansAssigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any outstanding Loans shall have no effect on the Commitment, the outstanding Loan and the Pro Rata Share corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after the date hereofSettlement Date, Assignee assumes for Paying Agent shall make all payments under the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder Credit Agreement in respect of the Specified Mortgage LoansAssigned Share (including all payments of principal and accrued but unpaid interest with respect thereto) (A) in the case of any such interest that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor is released from such obligationsand Assignee shall make payments directly to each other to the extent necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Agent under the Loan Documents in respect of the Assigned Share in the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a date other than the Settlement Date.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Agreement, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Agreement) [_____%] (the "Assignee's Percentage Share") of (A) the Commitment [and the Committed Loans] of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities under and in connection with the Credit Agreement and each other Loan Document (other than any such rights, benefits, obligations, liabilities or indemnities with respect to any Bid Loans made by the Assignor). [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in the Notice of Assignment), the Assignee shall be a party to the Credit Agreement and succeed to all of its right, title the rights and interest in, be obligated to and perform all of the obligations of a Bank under the Flow Servicing Credit Agreement, including the requirements concerning confidentiality, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent relating to such obligations have been assumed by the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignee. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating After giving effect to the Specified Mortgage Loansassignment and assumption, and from and after on the date hereof, Assignee assumes for Effective Date the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsAssignee's Commitment will be $ .

Assignment and Assumption. Effective as of the Sixth Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 of this Sixth Amendment: (a) Effective on each Lender has, in consultation with the Borrower, agreed to reallocate its respective Commitment; and (b) for an agreed consideration, each Lender (each, an “Assignor”) hereby irrevocably sells and assigns to each other Lender (each, an “Assignee”), and such Assignee hereby irrevocably purchases and assumes from such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to Exhibit G) and the Credit Agreement, as of the date hereofSixth Amendment Effective Date, the Assignor hereby sells, assigns, conveys and transfers immediately prior to giving effect to the Depositor terms of Section 2 of this Sixth Amendment, (i) all of such Assignor’s rights and obligations in its right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto, in each case, to the extent relating related to an amount and percentage interest of all of such outstanding rights and obligations of such Assignor under the Credit Agreement, to the Specified Mortgage Loansextent necessary so that, together with after giving effect thereto, each Lender shall have the Maximum Credit Amount and Applicable Percentage set forth for such Lender on Annex I attached to this Sixth Amendment, which Annex I supersedes and replaces Annex I to the Credit Agreement (and Annex I to the Credit Agreement is hereby amended and restated in its obligations entirety to read as “Owner” set forth on Annex I attached hereto); and (as such term is defined in the Flow Servicing Agreementii) to the extent relating permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement and the other Loan Documents and 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 Specified Mortgage Loans, 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”; and the Depositor hereby accepts such assignment from sales and assignments and purchases and assumptions of the Assignor and assumes such obligations. Assigned Interests described in this clause (b) Effective on being referred to herein collectively as the “Assignment and Reallocation”). Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Section 3, without representation or warranty by any Assignor. Each of the date hereofAdministrative Agent, each Issuing Bank, each Lender and the Depositor Borrower hereby sells, assigns, conveys consents and transfers agrees to the Assignee all of its right, title Assignment and interest in, to and under the Flow Servicing Agreement Reallocation. With respect to the extent relating Assignment and Reallocation, each Lender shall be deemed to have sold and assigned its Assigned Interest and each Lender shall be deemed to have acquired such Assigned Interest pursuant to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants terms and conditions of the Flow Servicing Agreement relating Assignment and Assumption attached as Exhibit G to the Specified Mortgage LoansCredit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each Lender shall be an “Assignee”, (ii) each Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Sixth Amendment Effective Date as defined herein. On the Sixth Amendment Effective Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 12.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and from the Assignment and after the date hereof, Assignee assumes Reallocation shall be effective for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect purposes of the Specified Mortgage LoansCredit Agreement. Notwithstanding anything to the contrary in Section 12.04(b)(ii)(C), no Lender shall be required to pay a processing and Assignor is released from such obligationsrecordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]6 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees][the Assignors]7 hereunder are several and not joint.]8 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loansamount 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, together with its obligations as “Owner” guarantees, and swingline loans included in such facilities) and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective 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, restated, amended and restated, supplemented 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below (as such term is defined in the Flow Servicing Agreement), by i) all of the terms, covenants Assignor’s rights and conditions 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 Flow Servicing Agreement relating Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the Specified Mortgage Loansextent permitted to be assigned under applicable law, all claims, suits, causes of action and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect any other right of the Specified Mortgage LoansAssignor (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 is released from such obligationsand, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athis “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below) pursuant to Section 10.07 of the Credit Agreement dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Surgical Care Affiliates, Inc., JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) each Lender and L/C Issuer from time to time party thereto and the other financial institutions party thereto, receipt of a copy of which is hereby acknowledged by the Assignee. Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) 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 sells, assigns, conveys irrevocably sells and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing AgreementAssignee, and the Assignee hereby accepts such assignment irrevocably purchases and assumes from the Depositor. (c) Assignee agrees Assignor, subject to be boundand in accordance with the Standard Terms and Conditions and the Credit Agreement, as “Owner” of the Effective Date inserted by the Administrative Agent as contemplated below, (as such term is defined in the Flow Servicing Agreement), by i) all of the termsAssignor’s rights and obligations in its capacity as a Lender under the Credit Agreement, covenants any other Loan Documents and conditions any other documents or instruments delivered pursuant to any of the Flow Servicing Agreement relating foregoing to the Specified Mortgage Loans, extent related to the amount and from and after the date hereof, Assignee assumes for the benefit percentage interest identified below of each of Assignor, Depositor and Servicer all of Assignor’s such outstanding rights and obligations as Owner thereunder in respect of the Specified Mortgage LoansAssignor under the facilities identified below (including participations in any Letters of Credit or Swing Line Loans included 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document or any other documents or instruments delivered pursuant to any of the foregoing or the transactions governed thereby or in any way based on or related to any of the foregoing, 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 the “Assigned Interest”). Such sale and assignment is released from such obligationswithout recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]11 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise 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] [each] Assignor hereby sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], conveys subject to and transfers to in accordance with the Depositor 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] [the respective Assignors’] rights and obligations in [its right, title and interest in, to and capacity as a Lender] [their respective capacities as Lenders] under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, amount and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as percentage interest identified below of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title such outstanding rights and interest in, to and obligations of [the Assignor] [the respective Assignors] under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loansrespective facilities identified below (including, together with its obligations as “Owner” (as without limitation, any Letters of Credit, guarantees and Swingline Loans included in such term is defined in the Flow Servicing Agreementfacilities) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.and

Assignment and Assumption. This Assignment and Assumption (athe “Assignment and Assumption”) Effective on and is dated as of the date hereofEffective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein 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] [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 sellsirrevocably sells and assigns to [the Assignee] [the respective Assignees], assignsand [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, conveys subject to and transfers to in accordance with the Depositor 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 right, title and interest in, to and capacity as a Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to the Specified Mortgage Loans, together with its amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of the Assignor under the respective facilities identified below and (as such term is defined in the Flow Servicing Agreementii) to the extent relating 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, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the Specified Mortgage Loansrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and the Depositor hereby accepts such assignment from is without recourse to the Assignor and, except as expressly provided in this Assignment and assumes such obligationsAssumption, without representation or warranty by the Assignor. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all of the terms, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.

Assignment and Assumption. (a) Effective on Subject to the terms and as conditions of the date hereofthis Assignment and Assumption, (i) the Assignor hereby sells, assigns, conveys transfers and transfers assigns to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansAssignee, and (ii) the Depositor Assignee hereby accepts such assignment purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and 8 Assumption) 50% (the "Assignee's Percentage Share") of (A) the Commitment and the Committed Loans and the L/C Obligations of the Assignor and assumes such (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. (b) On the Effective on Date, Assignee shall pay to Assignor $_______ representing all outstanding principal and as of the date hereof, the Depositor hereby sells, assigns, conveys accrued interest upon Committed Loans and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorL/C Obligations. (c) Assignee agrees to be bound, as “Owner” With effect on and after the Effective Date (as such term is defined in the Flow Servicing AgreementSection 5 hereof), by the Assignee shall be a party to the Credit Agreement and succeed to all of the terms, covenants rights and conditions be obligated to perform all of the Flow Servicing Agreement relating obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Specified Mortgage Loans, and from and after the date hereof, Assigned Amount. The Assignee assumes for the benefit of each of Assignor, Depositor and Servicer agrees that it will perform in accordance with their terms all of Assignor’s the obligations as Owner thereunder in respect which by the terms of the Specified Mortgage LoansCredit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor is shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligationsobligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under the Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $20,000,000. (e) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor's Commitment will be $20,000,000.