Management Two, LLC
Landmark Infrastructure Asset OpCo LLC
LDC Asset OpCo Pty Limited
Landmark Infrastructure REIT LLC
Landmark Infrastructure REITCO I LLC
Landmark Infrastructure REIT LLC
Landmark Infrastructure REITCO II LLC
Landmark Infrastructure REIT LLC
Landmark Infrastructure REITCO III LLC
Landmark Infrastructure REIT LLC
LD Tall Wall I LLC
Landmark Infrastructure REIT LLC
RE Astoria LandCo LLC
Landmark Infrastructure REIT LLC
RE Garland A LandCo LLC
Landmark Infrastructure REIT LLC
RE Garland LandCo LLC
Landmark Infrastructure REIT LLC
RE Mustang LandCo LLC
Schedule 7.4Page 2
SCHEDULE 7.7
Affiliate Transactions
None.
Schedule 7.7Page 1
EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE
[date to be supplied]
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]2
Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]3
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]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, 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 Acceptance 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 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 capacity as a
Lender][their respective capacities as Lenders] 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 Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline 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)][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