Effective as of the date hereof, the Advisor grants, assigns and transfers to the Advisor Sub all of its right, title and interest in, to and under the A&R Agreement. The Advisor Sub accepts and assumes the assignment of the A&R Agreement from the Advisor and agrees to satisfy, discharge, perform and fulfill all of the terms, covenants, conditions, obligations and liabilities under or in connection with the A&R Agreement arising or to be performed on or after the date hereof, in each case, subject to the terms and conditions of this Agreement.