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 (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. 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 (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. 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 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, receipt of a copy of which is hereby acknowledged by 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 respective Assignees, and 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 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 such assignment from rights and obligations sold and assigned by the Assignor to any Assignee pursuant to clauses (i) and assumes (ii) above being referred to herein collectively as, an “Assigned Interests”). Each such obligations. (b) Effective on sale and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers assignment is without recourse to the Assignee all of its rightAssignor and, title except as expressly provided in this Assignment and interest inAssumption, to and under without representation or warranty by 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 DepositorAssignor. (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) 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 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. 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 (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 [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 (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. 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 [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 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 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 [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. 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. 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. 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. 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) 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 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. (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 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. 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. 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) 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. (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]15 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]16 hereunder are several and not joint.]17 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 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 [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.]1 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 amount and percentage interest identified below of all of such outstanding rights and obligations as “Owner” of [the Assignor] [the respective Assignors] under [its][their] Commitment 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 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 First Lien Term Loan Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Term 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 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 First Lien Term Loan 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 First Lien Term 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 any guarantees 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 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 First Lien 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 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”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Term Loan Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16, 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 9.03 of the Specified Mortgage LoansFirst Lien Term Loan 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 First Lien Term Loan 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 First Lien Term Loan 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. 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. 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 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 including, without limitation, the interests set forth on the reverse hereof in the Commitment of the termsAssignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, covenants together with the participations in Letters of Credit and conditions LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from Credit Agreement. From and after the date hereofAssignment 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) if the Assignee assumes is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) of the 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: Third Amended and Restated Credit Agreement dated as of April 1, 2014, is among Legacy Reserves LP, each of the Lenders from time to time party thereto, ▇▇▇▇▇ Fargo Bank, National Association as administrative agent for the benefit of each Lenders, and the other Agents party thereto Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Assignment Date: Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, Depositor and Servicer all of Assignor’s obligations to at least 8 decimals, as Owner thereunder in respect a percentage of the Specified Mortgage Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [ Name of Assignor ], and as Assignor is released from such obligations.By: Name: Title: [ Name of Assignee ], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment: Legacy Reserves ▇▇ ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent By: Legacy Reserves GP, LLC, as General Partner By: By: Name: Name: Title: Title: By: Name: 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](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 [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented 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 guarantees and participations in letters of credit, swingline loans, overadvances and protective advances 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 of the date hereof, first set forth above (the “Effective Date”): (a) Assignor hereby sellsgrants, conveys, assigns, conveys releases and transfers to the Depositor Assignee and Assignee’s legal representatives, heirs, successors and assigns, as a Permitted Assignment, all of its Assignor’s right, title and interest as Tenant in, to and under the Flow Servicing Lease, including but not limited to the right to possession of the Premises, along with all of the Assignor’s rights related to the permitted uses of the Premises (including, without limitation, the permitted uses authorized by that certain Letter Agreement between Landlord and Assignor dated as of March 18, 2010), and all of Assignor’s option rights to expand the Premises and all of Assignor’s Extension Rights to extend the Term of the Lease (to the extent relating such rights and options are assignable to Assignee in connection with this Permitted Assignment), to have and to hold the Specified Mortgage Loanssame unto Assignee and Assignee’s legal representatives, 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, heirs or successors and the Depositor hereby accepts such assignment from the Assignor assigns forever; and assumes such obligations. (b) Effective Assignee hereby agrees to accept possession of the Premises from Assignor and to assume all of the rights, obligations and duties of the Tenant under the Lease and agrees, for the benefit of both Assignor and Landlord, to perform and discharge all such obligations and duties of Assignor as Tenant under the Lease throughout the term of the Lease, as currently scheduled to expire on and November 30, 2020 (the “Term”), subject to the Extension Rights to extend the Term of the Lease, which are hereby assigned to Assignee as part of this Permitted Assignment. Assignor, as of the date hereofEffective Date, hereby covenants to deliver exclusive possession and use of the Depositor hereby sellsPremises to Assignee (who covenants to accept the Premises and the appurtenant rights, assigns, conveys title and transfers interest pursuant to the Assignee assigned leasehold interest in the Premises as hereinafter provided in their current “as is” condition), including, without limitation, all of its Assignor’s right, title and interest inin and to (subject, however, to those rights of Landlord set forth in the Lease, if any): (x) all leasehold improvements, fixtures and under furnishings in or appurtenant to the Flow Servicing Agreement Premises (the “Leasehold Improvements”); (y) all of the trade fixtures, furnishings, equipment and other tangible personal property of the Assignor located in the Premises or elsewhere in the Building or Project to the extent not conveyed by a separate ▇▇▇▇ of sale or otherwise (the “FF&E”); and (z) all transferable warranties, guaranties and indemnities, along with any and all transferrable service contracts and maintenance agreements between Assignor and any third party, relating or pertaining to the Specified Mortgage LoansPremises and/or such Leasehold Improvements and FF&E, 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 Agreementexpress or implied, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be boundall similar rights which Assignor may have against any manufacturer, as “Owner” (as such term is defined in the Flow Servicing Agreement)supplier, by all of the termsseller, covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loansengineer, and from and after the date hereofcontractor or builder, 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 LoansPremises or the leasehold improvements, fixtures and furnishings therein (the “Assignable Contract Rights”); provided that Assignor shall have no duty or obligation to enforce such Assignable Contract Rights, which shall be subject to enforcement by Assignee at its sole cost and expense, and without warranty by, or liability of, Assignor is released from such obligationswith respect to the enforceability thereof.

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. 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. 6 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 Commitments of the Existing Lenders on the Amendment No. 6 Effective Date and the Loans owing to the Existing Lenders which are outstanding on the Amendment No. 6 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolver Commitments, effected by the amendment to Schedule 1.1 to the Existing Credit Agreement pursuant to Subpart 2.1 hereof, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. 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 legal, valid and binding obligation of such Existing Lender, 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 obligations under the Existing Credit Agreement and the other Loan Documents on the Amendment No. 6 Effective Date in the amounts and in accordance with the percentages set forth in Schedule 1.1, as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, this Amendment and all of the Exhibits and Schedules thereto, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Assignor hereby sellsAgent or any other Lender and based on such documents and information as it shall deem appropriate at the time, assigns, conveys and transfers continue to the Depositor all of make its right, title and interest in, to and own credit decisions in taking or not taking action under the Flow Servicing Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Existing Lender shall, 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 hereofinterests assigned hereby, the Depositor hereby sells, assigns, conveys relinquish its rights 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 Existing 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 . The processing fee described in the Flow Servicing Agreement), by all of Amended Credit Agreement shall not be required in connection with 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 obligationsforegoing assignments.

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 Loans, rights and obligations sold and assigned pursuant to clause (i) above (the Depositor hereby accepts such assignment from the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and assumes such obligations. (bii) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers above being referred 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 boundherein collectively, as [the][an] “Owner” (Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as such term is defined expressly provided in the Flow Servicing Agreement)this Assignment and Assumption, without representation or warranty 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 [the][any] 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 Second 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. (a) Effective on and as Subject to the satisfaction of the date hereofconditions set forth in Section 6, (i) the Assuming Lenders have severally agreed to purchase, on the terms set forth in the Assignment and Assumption attached as Exhibit A to the Existing Credit Agreement (the “Assignment and Assumption”) (and subject to and in accordance with the Standard Terms and Conditions set forth on Annex 1 thereto and the other requirements therein (including, for the avoidance of doubt, the Assignor delivery of an administrative questionnaire to the Administrative Agent) which are hereby sellsagreed to by each Assuming Lender and incorporated herein by reference and made a part of this Section 5 as if set forth herein in full (as incorporated herein, the “Standard Terms and Conditions”)), collectively, certain Commitments from the Assigning Lenders and the related Assigned Interests (as defined in the Assignment and Assumption) and (ii) each of the Assigning Lenders hereby assigns, conveys on the terms set forth in the Assignment and transfers Assumption (and subject to and in accordance with the Standard Terms and Conditions, which are hereby agreed to by each Assigning Lender), such Commitments and the related Assigned Interests to the Depositor Assuming Lenders. Such assignments and assumptions shall be effective on the Effective Date immediately prior to giving effect to the Amendments set forth in Section 3 (the “Assignments”; and the Commitments so assigned, the “Assigned Commitments”), with each Assuming Lender constituting an Assignee (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions) and each Assigning Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions); provided that the Commitments assigned pursuant to this Section 5 shall be deemed to have been extended pursuant to Section 2 and each Assuming Lender hereby consents to such extension of the Termination Date for such commitments to May 5, 2029. In accordance with Section 10.6(b)(iii) of the Existing Credit Agreement, upon the consummation of the Assignments, each Assigning Lender that has assigned all of its right, title and interest in, to and Commitments under the Flow Servicing Credit Agreement pursuant to this Section 5 shall be released from its obligations under the Existing Credit Agreement and shall cease to be a party thereto (but shall continue to be entitled to the extent relating to benefits of Sections 2.14, 2.15, 2.16 and 10.5 of the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Credit 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 The Borrower, the Administrative Agent, the Issuing Lender and as the Swingline Lender hereby consent to the Assignments. In connection with the Assignments and for purposes of the date hereofAssignments only, the Depositor Administrative Agent hereby sells, assigns, conveys waives the processing and transfers to recordation fees set forth in Section 10.6(b)(ii)(B)(1) of 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 After giving effect to the Specified Mortgage Loans, and from Assignments and after taking into account any commitments of new Lenders pursuant to Section 4 of this Agreement, the date hereof, Assignee assumes for the benefit Commitments of each of Assignor, Depositor and Servicer all of Assignor’s obligations Lender shall be as Owner thereunder set forth in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsSchedule 1 hereto.

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 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. (a) a. Assignor hereby assigns, grants, conveys, and transfers to Assignee for the benefit of Assignee, its successors and assigns, as of each Effective Date all of Assignor’s right, title, and interest in and to the CTAs identified in Appendix A-1 hereto, together with all obligations, responsibilities and duties arising on and as after the Effective Date under the CTAs. Assignee hereby accepts the assignment of all of Assignor’s right, title, and interest in and to the CTAs, and Assignee hereby assumes and agrees to perform all of Assignor’s obligations, responsibilities, and duties thereunder arising on and after each Effective Date under the CTAs. Following assignment of the date hereofCTAs, Assignor’s rights to any intellectual property Controlled by Assignee under the CTAs will be governed by the License Agreement. b. Assignor hereby sellsassigns, assignsgrants, conveys and transfers to Assignee for the Depositor benefit of Assignee, its successors and assigns, as of the Effective Date in the United States, all of Assignor’s right, title, and interest in and to the Vendor Agreements identified in Appendix A-1 hereto, together with all obligations, responsibilities and duties arising on and after the Effective Date in the United States under the Vendor Agreements. Assignee hereby accepts the assignment of all of Assignor’s right, title, and interest in and to the Vendor Agreements, and Assignee hereby assumes and agrees to perform all of Assignor’s obligations, responsibilities and duties thereunder arising on and after the Effective Date in the United States under the Vendor Agreements. Following assignment of the Vendor Agreements, Assignor’s rights to any intellectual property Controlled by Assignee under the Vendor Agreements will be governed by the License Agreement. c. With respect to Vendor Agreements identified on Appendix A-2 hereto that cannot be assigned in full because Assignor intends to retain certain existing work orders, statements of work, task orders, or similar documentation (collectively, “Work Orders”) executed under such Vendor Agreements identified on Appendix A-2 hereto, Assignor hereby grants, conveys and transfers to Assignee for the benefit of Assignee, its successors and assigns, as of the Effective Date, Assignor’s right, title and interest, in and to the Vendor Agreements identified on Appendix A-2 hereto only to the extent such right, title and interest inrelates to the Study and the Work Order(s) related to the Study, and Assignee hereby assumes and agrees to perform all of Assignor’s obligations, responsibilities and under duties thereunder arising on and after the Flow Servicing Agreement Effective Date solely to the extent relating such obligations relate to the Specified Mortgage LoansStudy and the assigned Work Order(s) related to the Study. In addition, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) if and to the extent relating * 0( )/
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  & + !Ҕ"!сс# /рх  пшш" d. To the extent the assignment of any Contract requires consent from an Obligor and such consent has not been obtained, this Agreement shall not constitute an agreement to assign the Specified Mortgage Loansapplicable Contract if an attempted assignment would constitute a breach of such Contract or be unlawful. Assignor shall use commercially reasonable efforts to obtain any such required consents promptly and assignment of such Contracts shall become effective (A) as of each Effective Date if such consent has been executed by the Obligor on or prior to each Effective Date, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. or (bB) Effective on and as of the date hereofof such consent if such consent has been executed by the Obligor after each Effective Date. If any such consent is not obtained or if any attempted assignment would be ineffective or would impair Assignee’s rights under the applicable Contract so that Assignee would not in effect acquire the benefit of all such rights, the Depositor hereby sellsAssignor, assigns, conveys and transfers to the maximum extent permitted by law and the Contract, shall take such actions as Assignee requests that are necessary to obtain for Assignee the benefit of all of its right, title such rights and interest in, shall cooperate with Assignee in any other reasonable arrangement designed to and under the Flow Servicing Agreement provide such benefit to Assignee. e. To the extent the assignment of any Vendor Agreement identified in Appendix A- 3 requires the applicable third party to be qualified as an approved supplier of Assignee and such qualification cannot be achieved as determined by Assignee in Assignee’s sole discretion, this Agreement shall not constitute an agreement to assign the applicable Vendor Agreement. Upon Assignee’s written direction, which shall be provided no later than 31st December 2024, Assignor shall terminate such Vendor Agreement and shall cooperate with Assignee to transition the services under such Vendor Agreement as further directed by ▇▇▇▇▇▇▇▇. Assignee agrees to indemnify and hold Assignor harmless from and against any disclosed termination fees relating to such termination caused by the Assignee’s written direction. f. Other than as set forth below, ▇▇▇▇▇▇▇▇ agrees to indemnify and hold Assignee and its Affiliates harmless from and against all third party claims, liabilities, * 0( )/
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  & + !Ҕ"!сс# /рх  пшш" (i) In the event that a claim, demand, lawsuit, or other legal proceeding arising out of or relating to the Specified Mortgage Loans, together with its obligations as Contracts (a “Owner” (as such term Claim”) pursuant to which Assignee intends to base a claim for indemnification under this Section f is defined made within ten months following the Effective Date in the Flow Servicing Agreement) United States, the Parties hereby agree to collaborate in good faith to defend the Claim to achieve a unified approach in handling such dispute; provided that Assignee may elect to assume control of the defense of any Claim, in which case Assignor shall have no obligation to indemnify or further defend Assignee with respect to such Claim. Notwithstanding the foregoing and for the avoidance of doubt, the Parties agree that Assignor shall be exclusively responsible for addressing and resolving any and all payments and/or claims for payments due to ICON 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 Depositor. (c) Assignee agrees to be bound, as “Owner” (as such term is defined Effective Date 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 obligationsUnited States.

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 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]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. 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. 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 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 (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. (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. 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 (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 and Reference is made to the Credit Agreement dated as of June , 2008 (as amended and in effect on the date hereof, the Assignor hereby sells“Credit Agreement”), assignsamong FEI Company, conveys the Guarantors named therein, the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and transfers to ▇.▇. ▇▇▇▇▇▇ Europe Limited, as Alternative Currency Agent for 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 Lenders. Capitalized terms defined in the Flow Servicing Agreement) to Credit Agreement are used herein with the extent relating to the Specified Mortgage Loans, same meanings. The Assignor named below hereby sells 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 without recourse, 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 Agreementnamed below, and the Assignee hereby accepts such assignment purchases and assumes, without recourse, from the Depositor. Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (cthe “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee agrees hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment 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 bounddelivered by the Assignee pursuant to Section 2.16(e) of the 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 10.04(b) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Commitment Assigned: $ % Revolving Loans: The terms set forth in this Assignment and Assumption are hereby agreed to by: , as Assignor By: Name: Title: , as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:1 FEI Company JPMorgan Chase Bank, N.A., as Administrative Agent By: By: Name: Name: Title: Title: 1 Consents to be included to the extent required by Section 10.04(b) of the Credit Agreement. THIS ADDENDUM AND JOINDER TO CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Owner” Addendum”) dated as of , 20 , is among , a (the “New Subsidiary”) and FEI Company, an Oregon corporation (the “Borrower”) in favor of the Lenders (as such term is defined in the Flow Servicing Credit Agreement)) and JPMorgan Chase Bank, by all of the termsN.A., covenants and conditions of the Flow Servicing Agreement relating to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes as Administrative Agent for the benefit of each of AssignorLenders (in such capacity, 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“Administrative Agent”).

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 Credit Agreement identified below (as further amended, restated, amended and restated, extended, 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 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 credit facility identified below (including any guarantees 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 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. Assignor hereby sells, transfers and conveys to Assignee, its successors and its assigns, without recourse or warranty, (ai) Effective the rights of Assignor under the property management contracts listed on Schedule 1A hereto (the "Management Agreements") (which rights were acquired by Acquiror indirectly from Mendik Realty Company, Inc., a New York corporation ("Mendik Realty"), and Mendik Managing Agent Company, Inc., a New York corporation ("Mendik Management"), and which rights are exclusive of the right of Mendik Realty or Mendik Management, as applicable, to receive management fees and leasing commissions under the Management Agreements that are earned 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 Agreementhereof but not yet paid), by all of (ii) the terms, covenants and conditions of the Flow Servicing Agreement relating rights to the Specified Mortgage Loans, and receive income earned from and after the date hereof, Assignee assumes for hereof under the benefit of each of Assignor, Depositor agreements listed on Schedule 1B hereto and Servicer all of Assignor’s obligations as Owner thereunder in respect successors thereto (which rights are exclusive of the Specified Mortgage Loansright of Mendik Realty or Mendik Management, as applicable, to receive management fees and leasing commissions under such agreements that are earned as of the date hereof but not yet paid) (the "Beneficial Interests"), (iii) on an "as is" basis, the furniture furnishings, fixtures, machinery, equipment and other tangible personal property, and replacements thereof, set forth on Schedule 2 hereto (the "Property Assets" and, together with the Management Contracts and the Beneficial Interests, the "Third-Party Management Assets") and (iv) an undivided one percent (1%) interest in the rights of Assignor is released under the property management contracts listed on Schedule 3 hereto (the "REIT Management Assets"). Assignee hereby accepts and assumes from such obligationsand after the date hereof the obligations of Assignor with respect to the Third-Party Management Assets and, to the 2 extent of its interest in the REIT Management Assets, the obligations of Assignor with respect to the REIT Management Assets.

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 obligations.conflicts of laws. [THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES TO FOLLOW]

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 Loan Agreement and the other Loan Documents with respect to Assignor's Commitments and 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 obligations of Lenders arising under the Loan 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 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 Commitments, the outstanding Loans 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 Loan 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 the Borrower, Agent, Administrative 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 Commitments, the outstanding Loans and the Pro Rata Share corresponding to the Assigned Share as 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 Loan Agreement in respect of the Specified Mortgage LoansAssigned Share (including all payments of principal and accrued but 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 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 and as Subject to the satisfaction of the date hereofconditions set forth in Section 4, (i) the New Lender hereby purchases, 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 and in accordance with the Standard Terms and Conditions set forth on Annex I thereto and the other requirements therein (including, for the avoidance of doubt, the Assignor delivery of an administrative questionnaire to the Administrative Agent), which are hereby sellsagreed to by the New Lender and incorporated herein by reference and made a part of this Section 2 as if set forth herein in full (as incorporated herein, the “Standard Terms and Conditions”)), $35,000,000 in aggregate of Commitments from the Exiting Lender and the related Assigned Interest (as defined in the Assignment and Assumption) and (ii) the Exiting Lender hereby assigns, conveys on the terms set forth in the Assignment and transfers Assumption (and subject to and in accordance with the Depositor Standard Terms and Conditions, which are hereby agreed to by the Exiting Lender), $35,000,000 in aggregate of its Commitments (constituting all of its rightCommitments) and the related Assigned Interest, title which such assignment and interest in, assumption shall be effective on the First Amendment Effective Date immediately prior to and under the Flow Servicing Agreement giving effect to the extent relating to Amendments set forth in Section 3 (the Specified Mortgage Loans“Assignment”), together with its obligations as “Owner” the New Lender constituting an Assignee (as such term is defined in the Flow Servicing Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions) and the Exiting Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions). 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 Existing Credit Agreement and shall cease to be a party thereto (but shall continue to be entitled to the extent relating to benefits of Sections 2.15, 2.16, 2.17 and 10.5 of the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsCredit Agreement). (b) The parties hereto hereby consent to the Assignment and the parties further agree that on the First Amendment Effective on Date the outstanding Revolving Loans held by the Exiting Lender and as the participations of the date hereofExiting Lender in any outstanding Letters of Credit shall be reallocated to the New Lender ratably in proportion to its 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 recordation fee set forth in Section 10.6(b)(ii)(B) of 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 After giving effect to the Specified Mortgage LoansAssignment, and from and after the date hereof, Assignee assumes for the benefit Commitments of each of Assignor, Depositor and Servicer all of Assignor’s obligations Lender shall be as Owner thereunder set forth in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsSchedule I hereto.

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. (a) Effective on and as a. In consideration of the date hereofsum of US$43,322,563.94 paid by CSFB to ING Capital in immediately available funds on the Effective Date, the Assignor ING Capital hereby sells, assigns, transfers, grants and conveys to CSFB, without any representation, recourse or undertaking other than as specifically set forth in this Agreement, and transfers to CSFB hereby purchases and accepts the Depositor assignment, transfer, grant and conveyance from ING Capital of, all of its ING Capital's rights under the Assigned Agreements, including, without limitation, all of ING Capital's right, title and interest in, to in and under the Flow Servicing Agreement to the extent relating to Purchased Assets and 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 LoansPledged Assets, and including the Depositor hereby accepts such assignment from Purchased Receivables identified on Schedule A attached hereto and made a part hereof and the Assignor Pledged Receivables identified on Schedule B attached hereto and assumes such obligations. made a part hereof and any and all liens and encumbrances on the Purchased Assets and the Pledged Assets (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its ING Capital's 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 Loansforegoing being collectively, the Depositor is released from "Interest"). CSFB hereby assumes all of ING Capital's obligations under the Flow Servicing Assigned Agreements, including, without limitation, any commitment of ING Capital to make Loans and Advances; provided, however, that such assumption shall include only specific obligations of ING Capital under the Assigned Agreements and no other or further obligations shall be implied or imputed. As of the Effective Date (a) CSFB shall be a party to the Assigned Agreements to which ING Capital is a party in the place and stead of ING Capital, and (b) ING Capital shall relinquish its rights and be released from its obligations under the Assigned Agreements to the other parties to the Assigned Agreements as of the Effective Date, subject to its representations and warranties in Section 3. b. Each of the Trustee, the Initial Agent, ING Markets, HLS and the Initial Calculation Agent hereby assigns, transfers, grants and conveys to CSFB, without any representation, recourse or undertaking other than as specifically set forth in this Agreement, all of its respective right, title and interest in and to the Purchased Assets and Pledged Assets. As of the Effective Date (a) CSFB shall be a party to the Assigned Agreements to which the Initial Agent and the Assignee hereby accepts such assignment Initial Calculation Agent are parties in the place and stead of the Initial Agent (in its capacity as the Agent) and the Initial Calculation Agent (in its capacity as the Calculation Agent), and (b) the Trustee, the Initial Agent, ING Markets, HLS and the Initial Calculation Agent shall relinquish their rights and be released from their obligations under the DepositorAssigned Agreements to the other parties to the Assigned Agreements as of the Effective Date, subject to their representations and warranties in Section 3. (c) Assignee c. Each of RFI and BFICP hereby assigns, transfers, grants and conveys to CSFB, all of its respective right, title and interest in and to the Purchased Assets and Pledged Assets. d. Each of RFI, BFICP, ING Capital and ING Markets hereby agrees to be boundthat it shall deliver, as “Owner” (as such term is defined and, in the Flow Servicing Agreement)case of ING Capital, cause HLS, the Initial Agent or the Trustee to deliver (i) UCC-3 Termination Statements and any other release documentation as may be reasonably requested by all CSFB to evidence the release of their respective interests in the terms, covenants Purchased Assets and conditions of the Flow Servicing Agreement relating to the Specified Mortgage LoansPledged Assets, and from (ii) UCC-1 Financing Statements and after UCC-3 Amendments to evidence the date hereof, Assignee assumes for interests of CSFB in the benefit of each of Assignor, Depositor Purchased Assets and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsPledged Assets.

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. 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 Second 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. (a) Effective on and as As of the date hereofEffective Date, the Assignor hereby sells, irrevocably assigns, sets over, transfers and 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 Assignor’s right, title title, claim, and interest in, to as Tenant in and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage LoansLease, together with its obligations as “Owner” including Assignor’s Security Deposit (as such term is defined in herein). As of the Flow Servicing Agreement) to the extent relating to the Specified Mortgage LoansEffective Date, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment this Assignment and the rights and obligations contained herein, and Assignee hereby expressly assumes, for itself and its successors, assigns and legal representatives, the Lease and all of the obligations, responsibilities, and liabilities, fixed and contingent, of Assignor, as Tenant thereunder, first accruing or arising from and after the Depositor. (c) Effective Date. Assignee further hereby agrees to (i) be bound, as “Owner” (as such term is defined in the Flow Servicing Agreement), fully bound by all of the terms, covenants covenants, agreements, provisions, conditions, obligations, responsibilities, and conditions liabilities of the Flow Servicing Agreement relating Assignor, as Tenant, under or pursuant to the Specified Mortgage LoansLease, and which first accrue or arise from and after the date hereofEffective Date, Assignee assumes for and (ii) keep, perform and observe all of the benefit of each covenants and conditions contained in the Lease on the part of Assignor, Depositor as tenant thereunder, to be kept, performed and Servicer observed, from and after the Effective Date; provided, however, that in no event shall Assignee be required to occupy, or to conduct any business in or from, the Premises (without limiting the generality of the foregoing provision, Assignor, Assignee, and Landlord expressly understand, acknowledge, covenant and agree that paragraph 23(a)(iii) of the Lease shall specifically not apply to, or be actionable against, Assignee, and paragraph 49(i) and the unnumbered paragraph 50(i-vii) of the Lease are waived by Assignee and shall not apply to Assignor for the remainder of the Term). Assignor agrees to indemnify and hold Assignee harmless from and against any and all losses, costs, damages, obligations, liabilities and expenses arising from any covenants, agreements, provisions, conditions, obligations, responsibilities, or liabilities of Assignor’s obligations , as Owner thereunder in respect of Tenant, under or pursuant to the Specified Mortgage LoansLease arising, and Assignor is released from such obligationsaccruing or occurring prior to the Effective Date.

Assignment and Assumption. (a) Effective on and as Subject to the satisfaction of the date hereofconditions set forth in Section 7, (i) the Assuming Lender has agreed to purchase, on the terms set forth in the Assignment and Assumption attached as Exhibit A to the Existing Credit Agreement (the “Assignment and Assumption”) (and subject to and in accordance with the Standard Terms and Conditions set forth on Annex 1 thereto and the other requirements therein (including, for the avoidance of doubt, the Assignor delivery of an administrative questionnaire to the Administrative Agent) which are hereby sellsagreed to by the Assuming Lender and incorporated herein by reference and made a part of this Section 6 as if set forth herein in full (as incorporated herein, the “Standard Terms and Conditions”)), $50,000,000 in aggregate of Commitments from the Assigning Lender and the related Assigned Interest (as defined in the Assignment and Assumption) and (ii) the Assigning Lender hereby assigns, conveys on the terms set forth in the Assignment and transfers Assumption (and subject to and in accordance with the Depositor Standard Terms and Conditions, which are hereby agreed to by the Assigning Lender), $50,000,000 in aggregate of its Commitments (constituting all of its right, title Commitments) and interest in, to the related Assigned Interest. Such assignment and under assumption shall be effective on the Flow Servicing Agreement Effective Date immediately after giving effect to the extent relating to Amendments set forth in Section 3 (the Specified Mortgage Loans“Assignment”; and the Commitments so assigned, together the “Assigned Commitments”), with its obligations as “Owner” the Assuming Lender constituting an Assignee (as such term is defined in the Flow Servicing Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions) and the Assigning Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions); provided that the Commitments assigned pursuant to this Section 6 shall be deemed to have been extended pursuant to Section 2 and the Assuming Lender hereby consents to such extension of the Termination Date for such commitments to May 5, 2028. In accordance with Section 10.6(b)(iii) of the Existing Credit Agreement) , upon the consummation of the Assignment, the Assigning Lender shall be released from its obligations under the Existing Credit Agreement and shall cease to be a party thereto (but shall continue to be entitled to the extent relating to benefits of Sections 2.14, 2.15, 2.16 and 10.5 of the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligationsCredit Agreement). (b) The Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender hereby consent to the Assignment and further agree that on the Effective on Date the outstanding Loans held by the Assigning Lender shall be reallocated to the Assuming Lender ratably in proportion to its Commitments after giving effect to the Assignment. In connection with the Assignment and as for purposes of the date hereofAssignment only, the Depositor Administrative Agent hereby sells, assigns, conveys waives the processing and transfers to recordation fees set forth in Section 10.6(b)(ii)(B)(1) of 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 After giving effect to the Specified Mortgage LoansAssignment, and from and after the date hereof, Assignee assumes for the benefit Commitments of each of Assignor, Depositor and Servicer all of Assignor’s obligations Lender shall be as Owner thereunder set forth in respect of the Specified Mortgage Loans, and Assignor is released from such obligationsSchedule 1 hereto.

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 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. 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 Assignee[s]2 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 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 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 Upon the terms and as of the date hereof, the Assignor hereby sells, assigns, conveys and transfers subject to the Depositor all of its rightconditions set forth herein, 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: (a) Assignor assigns its rights, benefits and obligations under the Investment Agreement to purchase (and otherwise with respect to) the Assignee Purchased Shares to Assignees; and (b) Each Assignee accepts such assignment of rights and benefits hereof and assumes for and agrees to perform all obligations of Assignor under the benefit of each of AssignorInvestment Agreement to be performed by Assignor with respect to the Assignee Purchased Shares, Depositor as if such Assignee had executed and Servicer all of Assignor’s obligations as Owner thereunder in respect delivered the Investment Agreement; provided, however, that the allocation of the Specified Mortgage LoansAssignee Purchased Shares between the Assignees shall be determined by the Assignees in their sole discretion prior to the Closing, in which case the assignment of the rights, benefits and Assignor is released from obligations under the Investment Agreement with respect to the Assignee Purchased Shares pursuant to this Section 1.1 shall be to such obligationsAssignees in accordance with such allocation (and the rights, benefits and obligations shall be several and not joint as between the Assignees on that basis) (such allocation, the “Assignee Allocation”). No later than three (3) Business Days prior to the Closing, the Assignees shall deliver the Assignee Allocation to the Company. Pending the effectiveness of any Assignee Allocation, Soroban Master Fund shall be deemed to have been allocated 77.32% of the Assignee Purchased Shares and the associated rights, benefits and obligations with respect thereto and Soroban Opportunities Master Fund shall be deemed to have been allocated 26.68% of the Assignee Purchased Shares and the associated rights, benefits and obligations with respect thereto.

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. 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, 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 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 Aggregate Commitment (and any outstanding Loans]. 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. and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. CONFIRMATION (athis “Confirmation”) Effective dated as of [_____ __], 2011, among each of the companies or entities identified under the caption “OBLIGORS” on the signature pages hereto (collectively, the “Obligors”), each of the companies or entities identified under the caption “CARRIED INTEREST GUARANTORS” on the signature pages hereto (collectively, the “Carried Interest Guarantors”), each of the companies or entities identified under the caption “MANAGEMENT FEE GUARANTORS” on the signature pages hereto (collectively, the “Management Fee Guarantors”), Carlyle Investment Management L.L.C. (“CIM”, and together with the Obligors, the Carried Interest Guarantors and the Management Fee Guarantors, the “Credit Parties”) and CITIBANK, N.A., as collateral agent for the Holders referred to in the Existing Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”). The Obligors, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the Collateral Agent are parties to the Amended and Restated Credit Agreement dated as of November 29, 2010 (the “Existing Credit Agreement”), providing for extensions of credit to be made by said Lenders to the Borrowers thereunder. Concurrently with the execution and delivery hereof, the Existing Credit Agreement is being amended and restated in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of the date hereofhereof (as amended, supplemented or otherwise modified from time to time, the Assignor “Credit Agreement”) among the Obligors, the lenders party thereto and Citibank, N.A. as Administrative Agent and Collateral Agent. Except as otherwise defined in this Confirmation, terms defined in the Credit Agreement are used herein as defined therein. In connection with the Existing Credit Agreement (i) the Collateral Agent and the Obligors party thereto are parties to a Primary Security Agreement dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Primary Security Agreement”), (ii) the Collateral Agent and the Carried Interest Guarantors party thereto are parties to a Carried Interest Guarantee and Security Agreement dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Carried Interest Guarantee and Security Agreement”), (iii) the Collateral Agent and the Management Fee Guarantors party thereto are parties to a Management Fee Guarantee and Security Agreement dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Management Fee Guarantee and Security Agreement”), (iv) the Collateral Agent and certain of the Obligors are parties to a Deed of Charge dated as of August 22, 2007 (as amended, supplemented or otherwise modified from time to time, the “Obligor Existing UK Bank Account Security Agreement”), (v) the Collateral Agent and CIM are parties to a Security Agreement dated as of December 15, 2008 (as amended, supplemented or otherwise modified from time to time, the “CIM Existing Bank US Account Security Agreement”), (vi) the Collateral Agent and CIM and TC Group, L.L.C. are parties to a Deed of Charge dated as of December 15, 2008 (as amended, supplemented or otherwise modified from time to time “CIM Existing UK Bank Account Security Agreement”) and (vii) the Collateral Agent, CIM and the other Obligors party there are parties to a Deed of Charge dated as of November 29, 2010 (together with the Primary Security Agreement, the Carried Interest Guarantee and Security Agreement, the Management Fee Guarantee and Security Agreement, the Obligor Existing UK Bank Account Security Agreement, the CIM Existing Bank US Account Security Agreement, CIM Existing UK Bank Account Security Agreement and all other Security Documents under (and as defined in) the Existing Credit Agreement, the “Existing Security Documents”). Each Credit Party, by its execution of this Confirmation, hereby sells, assigns, conveys and transfers (i) consents to the Depositor Credit Agreement, (ii) unconditionally confirms and ratifies that all of its right, title and interest in, to and obligations as a guarantor under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” Loan Documents (as such term is defined in the Flow Servicing Existing Credit Agreement) to the extent relating to the Specified Mortgage Loans, which it is a party shall continue in full force 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 effect for the benefit of the Holders and (iii) unconditionally confirms that the security interests granted by it under each of Assignorthe Existing Security Documents to which it is a party shall continue in full force and effect in favor of the Holders with respect to the Credit Agreement. TC Group Cayman, Depositor L.P., by its execution of this Confirmation, hereby unconditionally confirms and Servicer ratifies that all of Assignor’s its obligations as Owner thereunder in respect guarantor under Article III of the Specified Mortgage LoansExisting Credit Agreement shall continue in full force and effect for the benefit of the Holders. This Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement. This Confirmation may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Confirmation by signing any such counterpart. This Confirmation shall be governed by, and Assignor is released from such obligationsconstrued in accordance with, the law of the State of New York.

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 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][the 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 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 [the] [each] 1 Assignor identified in item 1 below([the] [each, an] “Assignor”) 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 [Assignors] [Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [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[s] and percentage interest[s] identified below of all of such outstanding rights and obligations of [the] [each] 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 facilities5) 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)] [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 rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [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] [any] 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 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 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 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. 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 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 and assumes such obligations. (b) Effective on and as shall not relinquish its rights under Section 10.5 of the date hereof, Credit Agreement or Section 9.4 of 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 Co-Lender 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 Effective Date. 1.3 After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, on the Depositor is released from all obligations under Effective Date the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the DepositorAssignor's Commitment 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 1.4 After giving effect to the Specified Mortgage Loansassignment and assumption set forth herein, 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. 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 identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 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]3 hereunder are several and not joint.]4 Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Amended and Restated Loan Agreement (as defined below), and the general interpretive provisions of Section 1.02 of the Amended and Restated Loan Agreement are hereby incorporated by reference into this Assignment and Assumption. Assignee hereby acknowledges receipt of a copy of the Amended and Restated Loan 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 irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Amended and Restated Loan Agreement, as of the Effective Date inserted by the Payment Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Amended and Restated Loan Agreement, the Assignor hereby sells, assigns, conveys Loan Documents and transfers to the Depositor all of its right, title and interest in, to and under the Flow Servicing Agreement 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 those outstanding rights and obligations as “Owner” of [the Assignor][the respective Assignors] 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)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Amended and Restated 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 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 Assumption, without representation or warranty by [the][any] Assignor, except with respect to the Depositor hereby accepts such assignment from representations and warranties expressly made by 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 hereunder. The Assignor is released from such obligations.makes ________________________________

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. Section 5.01 For an agreed consideration, each Lender (a) Effective on individually an “Assignor” and as of the date hereofcollectively, the Assignor “Assignors”) hereby sells, irrevocably sells and assigns, conveys severally and transfers to the Depositor not jointly, (i) all of such Assignor’s rights and obligations in its right, title and interest in, to and capacity as Lender under the Flow Servicing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent relating related to its Commitment and Credit Exposure, as the Specified Mortgage Loanscase may be, together with its obligations as “Owner” identified in Annex II 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 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 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 (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively for all Assignors as the “Assigned Interests”) to the Lenders (individually, and an “Assignee” and, collectively, the Depositor hereby accepts such assignment from “Assignees”) set forth on Annex I to this Sixth Amendment (which shall replace the Assignor and assumes such obligations. (b) Effective on and existing Annex I to the Credit Agreement as of the date hereofSixth Amendment Effective Date), and each Assignee hereby irrevocably purchases and assumes from each Assignor such Assignee’s percentage (as set forth on Annex I to this Sixth Amendment) of the Assigned Interests, subject to and in accordance with the Credit Agreement and this Sixth Amendment, as of the Sixth Amendment Effective Date. Such sale and assignment is without recourse to the Assignors and, except as expressly provided in this Sixth Amendment, without representation or warranty by the Assignors. Section 5.02 From and after the Sixth Amendment Effective Date, the Depositor hereby sellsAdministrative Agent shall distribute all payments in respect of the Assigned Interests (including payments of principal, assignsinterest, conveys fees 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 Agreementother amounts) to the extent relating appropriate Assignors for amounts which have accrued to but excluding the Sixth Amendment Effective Date and 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 appropriate Assignees for amounts which have accrued from and after the date hereofSixth Amendment Effective Date. Section 5.03 Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the percentage of the Assigned Interest set forth on Annex II attached hereto, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this assignment and to consummate the transactions contemplated by this Article V; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made by any other Person in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. Section 5.04 Each Assignee assumes (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this assignment and to consummate the transactions contemplated hereby, (ii) it satisfies the requirements specified in the Credit Agreement and this Sixth Amendment that are required to be satisfied by it in order to acquire the percentage of the Assigned Interests set forth in Annex I to this Sixth Amendment, (iii) from and after the Sixth Amendment Effective Date, it shall have the obligations of a Lender thereunder to the extent of its percentage (as set forth on Annex I to this Sixth Amendment) of the Assigned Interests, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment and to purchase its percentage of the Assigned Interests on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, it has supplied to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Section 5.05 After giving effect to the assignments in Section 6.01 of this Sixth Amendment, Deutsche Bank Trust Company Americas (the “Exiting Lender”) shall cease to be a party hereto as of the Sixth Amendment Effective Date and shall no longer be a “Lender”; provided, however, that provisions of the Credit Agreement that, by their terms, are expressly intended to survive the repayment in full of the Indebtedness, the cancellation of the Commitments or the termination of the Credit Agreement, shall survive for the benefit of each the .Exiting Lender. The Exiting Lender joins in the execution of Assignor, Depositor this Sixth Amendment solely for purposes of effectuating this Sixth Amendment pursuant to Article III hereof and Servicer all of Assignor’s obligations as Owner thereunder in respect of the Specified Mortgage Loans, and Assignor is released from such obligations.assigning their Assigned Interests pursuant to this Article V.

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 First Amendment 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 Commitments of the Existing Lenders on the First Amendment Effective Date and the Revolving Loans owing to the Existing Lenders which are outstanding on the First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Total Revolving Credit Commitment and the Revolving Credit Commitments, effected by the amendment to Schedule 2.1 to the Existing Credit Agreement pursuant to Subpart 2.2, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. 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 legal, valid and binding obligation of such Existing Lender, 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 obligations under the Existing Credit Agreement and the other Loan Documents on the First Amendment Effective Date in the amounts and in accordance with the percentages set forth in Schedule 2.1, as amended hereby, and the instructions of the Successor Administrative Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, this Amendment and all of the Exhibits and Schedules thereto, together with copies of the financial statements referred to in Section 3.05 of the Existing Credit Agreement, the Assignor hereby sellsfinancial statements delivered pursuant to Section 5.04 thereof, assignsif any, conveys and transfers such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, any Agent (including, without limitation, the Successor Administrative Agent, the Successor Collateral Agent, the Retiring Administrative Agent and the Retiring Collateral Agent) or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Successor Administrative Agent and the Successor Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Depositor Successor Administrative Agent and the Successor Collateral Agent, respectively, by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of its rightthe Amended Credit Agreement are required to be performed by it as a Lender. Each Existing Lender shall, title and interest in, to and under the Flow Servicing Agreement to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Successor 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 5 and as required by Section 9.04 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.