DATE:

 

TO:

 

 

ATTENTION:

 

 

 

 

TO:

 

 

ATTENTION:

 

 

 

 

FROM:

 

 

 

CONTACT:

 

 

 

RE:

Assignor sells, assigns, transfers, and sets over to Assignee, its successors and permitted assigns, all of its right, title, and interest in, to, under, and in respect of, the Transactions including, without limitation, its rights to the collateral securing Remaining Party under the Prior Agreement which it hereby directs Remaining Party to transfer to the collateral account of Assignee which transfer shall be a condition precedent to the assignment hereunder. Assignor releases and discharges Remaining Party from, and agrees not to make any claim against Remaining Party with respect to, any obligations of Remaining Party arising and to be performed under and in respect of the Transactions.

Assignee accepts such sale, assignment and transfer and assumes and agrees to perform each and every obligation of Assignor arising and to be performed under the Transactions on and after the date hereof, with the same force and effect as if Assignee had been a party to the Transactions originally, and with the exceptions that (i) the Independent Amounts specified under each of the Confirmation Letters previously were amended by Assignor and MLCS pursuant to that certain Amendment to Swap Documents, dated as of December 27, 2007, and now shall apply to Assignee as set forth under the Credit Support Annex to the Multicurrency-Cross Border Schedule to the Agreement and (ii) Assignee shall provide MLCS a monthly servicing report regarding the payment status of each bond issue and any other indebtedness secured by the Properties (as defined in the Agreement).

Remaining Party consents to the sale, assignment and transfer by Assignor and the assumption by Assignee referred to above. Remaining Party releases and discharges Assignor from, and agrees not to make any claim against Assignor with respect to, any obligations of Assignor arising and to be performed under and in respect of the Transactions on or after the date hereof provided nothing herein shall affect the obligations of the Guarantor under the Reaffirmation. Assignee agrees that Assignee shall be liable for any obligations in respect of the Transactions whether or not such obligations relate to events or circumstances that arose prior to the date hereof.

Assignor hereby represents and warrants to, and covenants and agrees with, Assignee and Remaining Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assign and delegate to Assignee its rights and obligations under the Transactions as provided herein and has taken all necessary action to authorize such assignment and delegation; and (iii) such assignment and delegation is its legal, valid, and binding obligations enforceable against Assignor in accordance with the terms hereof.

Assignee hereby represents and warrants to, and covenants and agrees with, Assignor and Remaining Party that: (i) it is duly organized, validly existing, and in good standing under the law of the jurisdiction of its organization; (ii) it has all requisite power and authority to assume the rights and obligations of Assignor under the Transactions as provided herein and has taken all necessary action to authorize such assumption and performance; and (iii) such assumption and the Transactions are its legal, valid, and binding obligations enforceable against Assignee in accordance with the terms hereof.

Remaining Party hereby consents to the termination of the Participation Agreement (as defined in the Prior Agreement) by Assignee following its assignment to Assignee by Assignor on the date hereof.

Account Details:

Payments to Remaining Party:       [PLEASE ADVISE]

Payments to Assignee:                    Not Applicable

 

004

006

008

010

012

014