This ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND INTANGIBLE PROPERTY (“Assignment”) is made ​, by and between ​, ​ (“Assignor”), and ​, a ​ (“Assignee”), with reference to the following facts:

Assumption of Contracts and Leases. On the Effective Date, each Executory Contract and Unexpired Lease shall be deemed assumed, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, under section 365 of the Bankruptcy Code and the payment of Cures, if any, shall be paid in accordance with Article V.C. of the Plan. The assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to Affiliates. Each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11

(b) Personal Property Leases

Purchase of Personal Property. At the Closing (defined below), and subject to the terms and conditions of this Agreement, Sellers agree to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase from Sellers, the Assets. Assets shall not include any tangible personal property of Sellers.

Leases for real or personal property.

“Personal Property Lease” means each lease (excluding leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum or which are terminable without penalty upon thirty (30) days or less prior notice) pursuant to which a Subject Company leases any personal property, including any finance or operating lease.

Leases Schedule. Neither SRSG nor Merger Sub is a party to any real or personal property leases.

Service Provider’s Property. Service Provider will be responsible for providing and maintaining property insurance coverage, to the extent such property is not a permanent part of the finished Project and not covered by a separate Builder’s Risk Insurance Policy provided and maintained by Owners pursuant to Section 24.11.

Bill of Sale, Assignment and Assumption. A Bill of Sale, Assignment and Assumption of Leases and Contracts in the form of [Exhibit C] attached hereto (the “Assignment”), executed by ​;

Leases. In each case except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.