Common use of Assignment and Acceptance Clause in Contracts

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 hereunder are several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto identified below 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 Term Lender)][the respective Assignors (in their respective capacities as Term 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 and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentwithout representation or warranty by [the][any] Assignor. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective 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.] Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin 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 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 (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 and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentwithout representation or warranty by [the][any] Assignor. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in 23.80% of (iA) the Commitment and each Loan of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) 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 Commitment Amount. The Assignee agrees that it will perform in accordance with their the applicable 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 outstanding Loan of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment 's portion of the Loan will be $ equal to the Assigned Amount. (d) After As of the Effective Date, after giving effect to the assignment and assumption set forth hereinherein and all other assignments and assumptions relative to the Loan effective as of such date, on the Effective Date Assignor’s Commitment 's portion of the Loan will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$31,500,000.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) . With effect on and after the Effective Date (as defined in Section 5 6 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Agreement: (i) the Assignor hereby sells, transfers and assigns to Assignee, the 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 Acceptance) an interest in (i) the Commitment and each Agreement), [P]$______ of the Committed Loans Assignor’s [Dollar] [Peso] Commitment, together with a corresponding portion of Assignor the Assignor’s outstanding [Dollar] [Peso] Loans, and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement (all of the foregoing being herein called the “Assigned Rights and Obligations”). [For the other Financing Agreementspurpose of clarification, so that after giving effect theretoif this assignment is for less than all of the Assignor’s Dollar Loans and both LIBOR Loans and Base Rate Loans are outstanding, then this assignment is an assignment of the Commitment of Assignee shall be as set forth below Assignor’s LIBOR Loans and the Pro Rata Share of Assignee shall be ( %) percentBase Rate Loans on a pro rata basis.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof5), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will shall perform in accordance with their terms all of the obligations which that by the terms of the Loan Credit 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such rights and obligations have been assumed by the Assignee; provided, that, provided that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Article III or Section 10.4 or 10.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to before the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s [Dollar] [Peso] Commitment will be $ [P]$__________ and the Assignor’s [Dollar] [Peso] Commitment will be [P]$__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s outstanding Dollar Loans will be $__________, the Assignee’s outstanding Peso Loans will be P$__________, the Assignor’s Commitment outstanding Dollar Loans will be $ (as such amount may $__________, and the Assignor’s outstanding Peso Loans will be further reduced by any other assignments by Assignor on or after the date hereof)P$__________.

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”), and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes 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 Agent as contemplated below (i) all of the Assignors’ rights and 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 Assignor under the respective Credit Facility or Credit Facilities set forth below (including, without limitation, any Letters of Credit or Swingline Loans thereunder), 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 Lender with respect to such Credit Facilities) 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 Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to any Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced without representation or warranty by any other assignments by Assignor on or after the date hereof)Assignor.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 13.5 and 12.5 14.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in % (ithe "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and AcceptanceAgreement, upon the Effective Date (as hereinafter defined) (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and AcceptanceAgreement), _____________% (the "Assignee's Percentage Share") an interest in of (iA) Assignor's Revolving Commitment (representing ___________% of the $__________ current Aggregate Revolving Commitment of all Lenders), (B) the existing Letter of Credit Liability, (C) Assignor's Bridge Commitment and each (representing ____% of the Committed Loans $25,000,000 Aggregate Bridge Commitment of Assignor all Lenders), and (iiD) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Revolving Credit Agreement and the other Financing Agreements, 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 ( %) percentBridge Loan Agreement. (b) With effect on and after the Effective Date (as defined in Section 5 hereof5), Assignee shall be a party to the Revolving Credit Agreement and the Bridge 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 Revolving Credit Agreement and the payment of indemnification, Bridge Loan Agreement with a Revolving Commitment in an amount equal to the Assigned $__________ and a Bridge Commitment Amountof $_____________. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the Bridge 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 shallthat, as of the Effective Date, the Revolving Commitment of Assignor shall be reduced by an amount equal to $____________ and that the Assigned Bridge Commitment Amount of Assignor shall be reduced by an amount equal to $____________, and Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and the Bridge Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth hereinassumption, on the Effective Date Date, Assignee’s 's Revolving Commitment will be $ $_____________, its Bridge Commitment will be $____________ and Assignee's Revolving and Bridge Commitment Percentages will each be _____________%. (d) After giving effect to the assignment and assumption set forth hereinassumption, on the Effective Date Date, Assignor’s 's Commitment will be $ (as such amount may $______________, its Bridge Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$____________ and Assignor's Revolving and Bridge Commitment Percentages will each be ______________%.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ___% (ithe “Assignee’s Percentage Share”) of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s Commitment will be $ $__________; and (ii) the principal amount of the Assignee’s aggregate outstanding Committed Loans will be $_______________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s Commitment will be $ $__________; and (as such ii) the principal amount may of the Assignor’s aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_______________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation representa­tion or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Revolving Commitment and [and] [g] each of the Committed Revolving Loans of Assignor [and the Term Loans in the aggregate amount of $ ]; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Revolving Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee (A) with respect to Revolving Loans shall be ( %) percent and (B) with respect to Term Loans shall be ( %) percent. (b) . 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 the Revolving Commitment in an amount equal to the Assigned Revolving Commitment Amount and the Term Loans in an amount equal to the Assigned Term Loan 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 (a) the Revolving Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Revolving Commitment Amount and (b) the Term Loans of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Term Loan Amount, and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.4, 6.9, 11.5 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Assigned Revolving Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Revolving Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof). After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Assigned Term Loan Amount will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $_________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ___% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Commitment will be $ $__________ ; and (ii) the principal amount of the Assignee's aggregate outstanding Committed Loans will be $_______________ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Commitment will be $ $__________ ; and (as such ii) the principal amount may of the Assignor's aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_______________ .

Assignment and Acceptance. (a) Subject Pursuant to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Section 7.03(a) 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 shallPurchase Agreement, as of the Effective Date, be reduced BMO hereby sells and assigns absolutely to Fairway, and Fairway hereby purchases from BMO, all Receivable Interests in the Pool Receivables owned by BMO on the Effective Date (the “Assigned Rights”). (b) For the avoidance of doubt, no rights (other than the Assigned Rights) or obligations of BMO as a Bank or Purchaser Agent are being assigned or assumed under this Section 2. (c) (i) The Seller hereby consents to the sale and assignment by BMO of the Assigned Rights to Fairway pursuant to Section 7.03(a) of the Purchase Agreement. Each of the Purchaser Agents, the Administrative Agent and the Seller hereby acknowledges and agrees that this Agreement constitutes notice by BMO to it of the above sale and assignment. (ii) Each of the Seller, the Purchaser Agents and the Administrative Agent hereby consents to the addition of Fairway as a Purchaser under the Purchase Agreement. (iii) Fairway hereby appoints the Fairway Purchaser Agent to act as its Purchaser Agent under the Purchase Agreement. (d) In connection with, and as payment of the purchase price for, the sale and assignment in this Section 2, Fairway shall, on the Effective Date, make a cash payment to BMO in an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 aggregate Capital of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateReceivable Interests sold and assigned under this Section 2. (ce) After giving effect Fairway confirms that it has received a copy of the Purchase Agreement, together with copies of the reports and financial statements referred to in paragraph (k) of Exhibit IV to the assignment Purchase Agreement as have been requested by Fairway and assumption set forth hereinsuch other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. Fairway acknowledges that it has, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any Bank and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the Effective Date Assignee’s Commitment will be $ Purchase Agreement. Fairway also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the Purchase Agreement. (df) After giving effect to This Agreement is an Assignment and Acceptance for all purposes under the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)Purchase Agreement.

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective 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 terms 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 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes 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 (a) all of the Assignor’s rights and 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 Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) 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 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 without representation or warranty 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the corresponding Revolving Loans,] [and ----- the Swingline Commitment [and the corresponding Swingline Loans]] of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Revolving Loans [and Swingline Loans] assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereofherein), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank [and the Swingline Bank] under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment [and the Swingline Commitment] in an [aggregate] amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank [and the Swingline Bank]. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced pro rata by an amount equal to the Assigned Amount relating thereto [and the Swingline Commitment Amount shall be entirely assumed by the Assignee,] and the Assignor shall relinquish its rights (except its rights with respect to indemnification or compensation arising out of an event occurring before the Effective Date) and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________[, and the Assignee's Swingline Commitment will be $__________]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may $__________[, and the Assignor's Swingline Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$0].

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment Revolving Commitment, the Revolving Committed Loans, and each the L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.23.8, 6.44, 6.9, 11.5 and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Revolving Commitment will be $ and Revolving Committed Loans will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Revolving Commitment will be $ (as such amount may and Revolving Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$ .

Assignment and Acceptance. (a) Subject Reference is made to the terms 364-Day Credit Agreement dated as of December 16, 1998 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Convergys Corporation, the Lenders named therein, PNC Bank, National Association, NationsBank, N.A. and AcceptanceCitibank, Assignor hereby sellsN.A., transfers and assigns to Assigneeas Co-Syndication Agents, and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided in this Revolving Loans owing to the Assignor which are outstanding on the Assignment Date but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) 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 to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement 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 parties hereto shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Date. (c) After giving effect to laws of the assignment and assumption set forth herein, on the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s Commitment will be $ . of Assignment (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)."Assignment Date"):

Assignment and Acceptance. (ai) Subject to the terms and conditions of this Assignment and Acceptance, 1. Assignor hereby sells, transfers and assigns to Assignee, and 2. Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth below and the Pro Rata Share of Assignee shall be ( (__%) percent and the Pro Rata Share of Assignor shall be (__%) percent. (bii) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.4 and 12.5 6.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (ciii) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (div) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be Dollars ($ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in _______% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2Paragraphs 2.11, 6.42.18, 6.913.2, 11.5 13.14 and 12.5 13.17 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ $_________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_________.

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective 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 terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes 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 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 Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit 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 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 and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in , without representation or warranty by the Assignor. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Commitment and each Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Committed Loans of Assignor Credit Agreement, duly completed and executed by the Assignee, and (ii) all related rights, benefits, obligations, liabilities and indemnities of if the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 is not already a Lender under the Loan Credit Agreement, including an Administrative Questionnaire in the requirements concerning confidentiality and form supplied by the payment of indemnificationAdministrative Agent, with a Commitment in an amount equal duly completed by the Assignee. The [Assignor/Assignee] shall pay the fee payable to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all Administrative Agent pursuant to Section 10.04(b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed not waived by Assignee; provided, that, Assignor shall not relinquish the Administrative Agent in its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Datesole discretion. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment Agreement”) Subject is dated as of the Assignment Effective 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 but not defined herein shall have the meanings given to them in the terms 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 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 AcceptanceAgreement as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment 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 (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 and to [the][any] Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentby [the][any] Assignor. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. The rights and obligations of the parties under this Loan Agreement shall not be assigned by a Borrower without the prior written consent of the Lender. Subject to the foregoing, this Loan Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Loan Agreement express or implied, shall give to any Person, other than the parties to this Loan Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Loan Agreement. The Lender may from time to time assign (x) with respect to the Tranche A Advances, solely with the consent of the SBA and subject to the Multiparty Agreement, and (y) with respect to the Tranche B Advances subject to the following restrictions, all or a portion of its rights and obligations under this Loan Agreement and the Loan Documents pursuant to an executed assignment and acceptance by the Lender and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided that to the extent no Event of Default shall have occurred and be continuing, the Lender shall not make an assignment to a Competitor. Upon such assignment, (a) Subject such assignee shall be a party hereto and to each Loan Document to the terms and conditions extent of this the percentage or portion set forth in the Assignment and Acceptance, Assignor hereby sells, transfers and assigns shall succeed to Assigneethe applicable rights and obligations of the Lender hereunder, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof)Lender shall, Assignee shall be a party to the Loan Agreement and succeed to all of the extent that such 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 have been so assigned by it as a Lender. 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 Commitment Amount and Assignor shall relinquish its rights and be released from its obligations hereunder and under the Loan Agreement Documents. Unless otherwise stated in the Assignment and Acceptance, each Borrower shall continue to take directions solely from the Lender unless otherwise notified by the Lender in writing. The Lender may distribute to any prospective assignee any document or other information delivered to the extent such obligations have been assumed Lender by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Datea Borrower. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.9 and 12.5 6.10 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be Dollars ($ ). (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be Dollars ($ ) (as such amount may be further reduced by any other assignments assignment by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans Loan of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor (in its capacity as Lender) under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment Committed Loan of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) 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 Committed Loan of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Committed Loan and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment 's Committed Loan will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment 's Committed Loan will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms term and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes assigns and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ____% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor Assignor, (B) the Notes, and (iiC) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [if appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on; and the Pro Rata Share of Assignee shall be ( %) percent.fees with respect to, Committed Loans assigned] (b) With effect on and after the Effective Date (as defined in Section 5 hereofbelow), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its As rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $_______________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_______________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and AcceptanceAgreement, (i) the Assignor hereby sells, transfers transfers, and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as expressly provided in this Assignment and AcceptanceAgreement) an interest in ________ percent (i__%) (the "Assignee's Percentage Share") of (A) the Commitment Committed Revolving Loans [and each the L/C Obligations / and the Acceptance Obligations] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after As of the Effective Date (as defined in Section paragraph 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment 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 and the other Loan Agreement Documents 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.21.4(f)(i), 6.41.5, 6.93.8, 11.5 4.1(b), 7.16, and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective DateDate (as defined below). (c) After giving effect to the assignment and assumption set forth hereinherein and all other assignments to occur concurrently with this assignment, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth hereinherein and all other assignments to occur concurrently with this assignment, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Agent, in the form of Exhibit G. Availability - on any date, the amount that Borrower is entitled to borrow as Revolver Loans on such date, such amount being the difference derived when the sum of the principal amount of Revolver Loans then outstanding (aincluding any amounts that Agent or Lenders may have paid for the account of Borrower pursuant to any of the Loan Documents and that have not been reimbursed by Borrower and any outstanding Settlement Loans) Subject is subtracted from the Borrowing Base on such date. If the amount outstanding is equal to or greater than the terms and conditions Borrowing Base, Availability is zero. Availability Requirement – on any date of this Assignment and Acceptancedetermination, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and Availability or Adjusted Availability is less than $5,000,000, or (ii) all related rightsAverage Availability or Average Adjusted Availability, benefitsbased upon the prior thirty day consecutive period, obligationsis less than $5,000,000. Availability Reserve - on any date of determination thereof, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 sum of the following (without duplication): (i) a reserve for general inventory shrinkage, whether as a result of theft or otherwise, that it will perform is determined by Agent from time to time in its reasonable credit judgment based upon Borrower's historical losses due to such shrinkage; (ii) all amounts of past due payments, fees or other charges owing at such time by any Obligor to any processor, repairman, mechanic or other Person who is in possession of any Collateral or has asserted any Lien or claim thereto; (iii) any amounts which any Obligor is obligated to pay pursuant to the provisions of any of the Loan Documents that Agent or any Lender elects to pay for the account of such Obligor in accordance with their terms all of the obligations which by the terms authority contained in any of the Loan Agreement are required Documents; (iv) the LC Reserve; (v) any amount received by Agent from the Business Interruption Insurance Assignment and applied to be performed by it as a Lender. It is the intent of Revolver Loans; (vi) the parties hereto that Debenture Reserve; (vii) Rent Reserve; (viii) the Commitment of Assignor shallBank Product Reserve; (ix) the Environmental Reserve; (x) the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇; and (xi) such additional reserves or adjustments to reserves, in such amounts and with respect to such matters, as of the Effective DateAgent in its reasonable credit judgment may elect to impose from time to time. Average Adjusted Availability – for any period, be reduced by an amount equal to the Assigned Commitment sum of Adjusted Availability on each day during such period, as determined by Agent, divided by the number of days in such period. Average Availability – for any period, an amount equal to the sum of Availability on each day during such period, as determined by Agent, divided by the number of days in such period. Average Revolver Loan Balance - for any period, the amount obtained by adding the aggregate of the unpaid balance of Revolver Loans and LC Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period. Bank - BofA and its successors and assigns. Bank Product - any of the following products, services or facilities extended to Borrower or any of its Subsidiaries by BofA or any Affiliate of BofA: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) leases and other banking products or services as may be requested by Borrower or any of its Subsidiaries, other than Letters of Credit. Bank Product Debt - Debt and other obligations of an Obligor relating to Bank Products. Bank Product Reserve - the aggregate amount of reserves established by Agent from time to time in its discretion in respect of Bank Product Debt. Bankruptcy Code - title 11 of the United States Code. Base Rate - on any date, the greater of (i) the Prime Rate on such date or (ii) the Federal Funds Rate on such date plus .50%. Base Rate Loan - a Loan, or portion thereof, during any period in which it bears interest at a rate based upon the Base Rate. Board - the Board of Directors of Borrower or a committee of two or more directors lawfully exercising the relevant powers of the Board. Board of Governors - the Board of Governors of the Federal Reserve System. BofA – Bank of America, N.A., a national banking association. BofA Indemnitees – BofA and all of its present and future officers, directors and agents. Bond Documents - collectively, the 1991 Bond Documents, the 1995 Bond Documents and the 2000 Real Estate Transaction Documents. Bond Purchase Agreement - shall have the meaning ascribed to such term in the 1995 Bonds. 1991 Bonds - $2,300,000 The Industrial Development Board of the City of Atmore (Alabama) Industrial Development Revenue Bonds (Masland Carpets, Inc. Project), Series 1991. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ - as defined in Section 1.1.7 of the Agreement. 1995 Bonds - State Industrial Development Authority (Alabama) $7,000,000 Taxable Revenue Bonds, Series 1995 (Masland Carpets, Inc. Project). 1991 Bond Documents - the 1991 Bonds and any and all agreements, instruments or documents executed in connection therewith or pursuant thereto. 1995 Bond Documents - the 1995 Bonds and any and all agreements, instruments or documents executed in connection therewith or pursuant thereto. 1995 Bond Obligations - all obligations, indebtedness and liabilities now or hereafter owing by Borrower under any of the 1995 Bond Documents. Borrowing - a borrowing consisting of Loans of one Type made on the same day by Lenders (or by BofA in the case of a Borrowing funded by Settlement Loans) or a conversion of a Loan or Loans of one Type from Lenders on the same day. Borrowing Base - on any date of determination thereof, an amount equal to the lesser of: (a) the aggregate amount of the Revolver Commitments on such date minus the LC Obligations on such date, or (b) an amount equal to (i) the sum of the Accounts Formula Amount plus the Inventory Formula Amount on such date minus (ii) the Availability Reserve on such date. Borrowing Base Certificate - a certificate, in the form of Exhibit K attached hereto or such other form as may be requested by Agent from time to time, by which Borrower shall certify to Agent and Assignor Lenders, with such frequency as Agent may request, the amount of the Borrowing Base as of the date of the certificate (which date shall relinquish be not more than three Business Days earlier than the date of submission of such certificate to Agent) and the calculation of such amount. Bretlin - Bretlin, Inc., a Georgia corporation with its rights chief executive office and be released from its obligations principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Dalton, Georgia 30721. Business Day - any day excluding Saturday, Sunday and any other day that is a legal holiday under the Loan Agreement to laws of the extent State of Georgia or is a day on which banking institutions located in such obligations have been assumed by Assigneestate are closed; provided, thathowever, Assignor that when used with reference to a LIBOR Loan (including the making, continuing, prepaying or repaying of any LIBOR Loan), the term "Business Day" shall also exclude any day on which banks are not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, open for dealings in Dollar deposits on the Effective Date Assignee’s Commitment will be $ London interbank market. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) 1.1 Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, ----- benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement Agreement, the Loan Documents and the other Financing Agreements, 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 ( %) percentCo-Lender Agreement. (b) 1.2 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 the --------- Co-Lender Agreement and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan 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 Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of it is required to perform as a Bank under the Loan Agreement are required to be performed by it as a Lenderor 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement and the Co- Lender Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights -------- under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 10.5 of the Loan Agreement, Section 9.4 of the Co-Lender Agreement ------------ ----------- or the Environmental Indemnity to the extent such rights relate to the time prior to the Effective Date. (c) 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s the Assignor's Commitment will be $ $__________. (d) 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s the Assignee's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe “Assignee’s Percentage Share”) of (A) the Revolving Commitment and each of the Revolving Committed Loans of the Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.23.7, 6.44, 6.9, 11.5 and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Revolving Commitment will be $ $_________ and Revolving Committed Loans will be $_________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Revolving Commitment will be $ (as such amount may $_________ and Revolving Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, delegates, and assigns to the 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 Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment [and each of the Committed Loans and the L/C Obligations] of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans and L/C Obligations assigned.] (b) 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 (if any) and the payment of indemnificationindemnification to the Agent, with a Commitment in an amount equal to the Assigned Commitment 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its the rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans Loan of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor (in its capacity as Lender) under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment Committed Loan of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) 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 Committed Loan of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Committed Loan Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; providedPROVIDED, thatTHAT, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment 's Committed Loan will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment 's Committed Loan will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Reference is made to the terms Four-Year Credit Agreement dated as of August [__], 1999 (as amended and conditions of this Assignment in effect on the date hereof, the "Agreement"), between Washington Mutual, Inc., Aristar, Inc., the Lenders named therein and AcceptanceThe Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Agreement, including the interests set forth below in this the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Acceptance) an Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) 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 to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.15(e) of the Loan Agreement Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the 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 extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Datelaws of the State of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ___% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan 5-Year Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan 5-Year Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan 5-Year Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 5-Year Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan 5-Year Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan 5-Year Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Commitment will be $ $__________; and (ii) the Assignee's aggregate outstanding Committed Loans will be $_______________ [and its aggregate outstanding Bid Loans will be $___________]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Commitment will be $ $__________; and (as such amount may ii) the Assignor's aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_______________ [and its aggregate outstanding Bid Loans will be $___________].

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of September 30, 2005 (as amended from time to time, the "Credit Agreement"), ---------------- among Anheuser-▇▇▇▇▇ Companies, Inc., the Banks named therein and conditions of this Assignment JPMorgan Chase Bank, N.A., as Administrative Agent for said Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and Acceptanceassigns, Assignor hereby sellswithout recourse, transfers and assigns to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned -------- Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Credit -------- Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date and Acceptance) an the Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under Bank thereunder and (ii) 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 to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with, if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee; provided, that, Assignor . The [Assignee/Assignor] shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Loan Agreement to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the extent such rights relate to law of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Form of Assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Acceptance ---------------------------------

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and AcceptanceAgreement, (i) the Assignor hereby sells, transfers and assigns to Assigneeassigns, 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 Acceptance) an interest in Agreement), (i) the Commitment Assignor's Commitments and each of the Committed Loans of Assignor and set forth on Annex 1 hereto; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor with respect to such Commitments and Loans assigned to the Assignee under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, Loan Documents; (all of the Commitment of Assignee shall be foregoing being herein referred to as set forth below the "Assigned Rights and the Pro Rata Share of Assignee shall be ( %) percentObligations"). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnificationindemnification for claims arising following the Effective Date, with a Commitment in an amount pro rata share as of the Effective Date of the Commitments and Loans equal to the Assigned Commitment Amountamounts set forth on Annex 1 hereto. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit 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, (i) as of the Effective Date, the pro rata share of the Assignor of the Commitment shall be reduced by an amount equal $ [ ], and the pro rata share of the Assignor of the Loans shall be reduced by $ [ ], in each case as a result of the assignment hereby to the Assigned Commitment Amount Assignee, and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section [ ] or Section [ ] of the Loan Credit Agreement or be relieved of its obligations under Section [ ] of the Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after Before giving effect theretoto this Agreement, the Assignor's (a) Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. is $________, (b) its Loan Balance is $__________, (c) Commitment Amount is $________, and (d) L/C Exposure is $_________. With effect on and after the Effective Date (as defined in Section 5 4 hereof), the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Assigned Amount, which shall be equal to percent ( %) (the "Assignee's Percentage Share") of all of the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the Assignee's Percentage Share of the Assignor's (i) Commitment, (ii) outstanding Loan Balance, (iii) Commitment Amount, and (iv) L/C Exposure. After giving effect to this Agreement on the Effective Date, the interests of Assignor and Assignee, respectively, are set forth on Annex II hereto. 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) With effect on and after the Effective Date, the Assignee shall be a party to the Loan Agreement Credit Agreement, shall become a "Lender" for all purposes as therein defined and contemplated, and shall succeed to all of the rights rights, shall assume all of the obligations and shall 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, Credit Agreement with a Commitment in an amount Amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment and Commitment Amount of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse to Assignor and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth below and the Pro Rata Share Commitment Percentage of Assignee shall be ( %) percent and the Commitment Percentage of Assignor shall be ( %) percent. (b) 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 including, without limitation, 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights rights, if any, under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor Assignor, (B) the Notes, and (iic) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms term all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s the Assignees Commitment will be $ __________________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)__________________.

Assignment and Acceptance. (a) Subject to the terms In lieu of executing and conditions of this delivering an Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Lender whose Pro Rata Share of Assignee shall be ( %the Aggregate Revolving Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) percent.and each Lender whose Pro Rata Share of the Aggregate Revolving Commitments is increasing in connection herewith (each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and the Successor Borrower hereby accepts, the following: (ba) With effect Each Assignor hereby sells and assigns, without recourse, to the respective Assignees, and each Assignee hereby purchases and assumes, without recourse, from such Assignor, effective as of the Amendment Effective Date, such percentage of the interests set forth in Schedule II (Commitment Amounts) attached to Annex B hereto in such Assignor’s rights and obligations under the NDB Revolving Credit Agreement (including, without limitation, the interests set forth below in the Revolving Commitment of each Assignor on the Amendment Effective Date and the Revolving Loans owing to such Assignor which are outstanding on the Amendment Effective Date, together with the participations in the LC Exposure of such Assignor on the Amendment Effective Date, but excluding accrued interest and fees to and excluding the Amendment Effective Date) that would result in the Assignors and Assignees having the respective Revolving Commitments set forth in Schedule II (Commitment Amounts) under the column titled “Revolving Commitment Amount on the Amendment Effective Date” (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to this clause (a) being referred to herein collectively as an “Assigned Interest”). Each Assignee hereby acknowledges receipt of a copy of the NDB Revolving Credit Agreement. From and after the Amendment Effective Date Date, (as defined in Section 5 hereof), i) each Assignee shall be a party to and be bound by the Loan provisions of the NDB Revolving Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) each Assignor shall, to the extent of the relevant Assigned Interest, relinquish its rights and be released from its obligations under the NDB Revolving Credit Agreement. (b) The NDB Revolving Administrative Agent, each Issuing Bank, and the Successor Borrower hereby consent to each Assignor’s assignment of the Assigned Interests to the respective Assignees, waive any other conditions to the effectiveness of such assignment that are not expressly set forth in this Agreement, and agree that the terms of this Agreement shall constitute an Assignment and Acceptance. The NDB Revolving Administrative Agent hereby consents to a one-time waiver of the $3,500 processing and recordation fee that would otherwise be payable by each Assignee pursuant to Section 10.4(b) of the NDB Revolving Credit Agreement as a result of the assignments provided for herein. (c) Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the relevant Assigned Interest, (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 Amendment and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the NDB Revolving 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 Successor Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Successor Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. (d) Each Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to perform execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the NDB Revolving Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.4 of the NDB Revolving Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the NDB Revolving Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the NDB Revolving Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, and on the basis of which it has made such analysis and decision independently and without reliance on the NDB Revolving Administrative Agent or any other Lender, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and (vi) it has delivered to the NDB Revolving Administrative Agent documents required to be delivered by it pursuant to the terms of the NDB Revolving Credit Agreement, duly completed and executed by such Assignee, and (b) agrees that (i) it will, independently and without reliance on the NDB Revolving Administrative Agent, the 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 AgreementDocuments, 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 (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement Documents are required to be performed by it as a Lender. It is . (e) From and after the intent of the parties hereto that the Commitment of Assignor shall, as of the Amendment Effective Date, be reduced by an amount equal the NDB Revolving Administrative Agent shall make all payments in respect of the relevant Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assigned Commitment Amount relevant Assignor for amounts which have accrued to but excluding the Amendment Effective Date and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations relevant Assignee for amounts which have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 accrued from and 12.5 of after the Loan Agreement to the extent such rights relate to the time prior to the Amendment Effective Date, unless otherwise agreed in writing by the NDB Revolving Administrative Agent. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and each of the Committed Loans and the L/C Obligations] of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, COMMITTED LOANS AND L/C OBLIGATIONS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; providedPROVIDED, thatHOWEVER, the Assignor shall not relinquish its rights under Sections 2.24.01, 6.4, 6.9, 11.5 4.03 and 12.5 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, COMMITTED LOANS AND L/C OBLIGATIONS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells, transfers sells and assigns to each Assignee, and each Assignee hereby severally purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment Agreement and Acceptance) an interest in ): (i) such portion of the Commitment and outstanding Loans so that after giving effect to such assignment, each of such Assignee will have a Commitment in the Committed Loans of Assignor respective amounts set forth for such Assignee on SCHEDULE 1 hereto and will have a Loan under each Borrowing outstanding on the Effective Date (as defined in Section 5 thereof) in an amount equal to such SCHEDULE 1, and (ii) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor a Lender under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (and subject, as defined to any Assignee, to the satisfaction of the conditions precedent set forth in such Section 5 hereof)5, each Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights of a Lender and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a the Commitment set forth with respect to such Assignee in an amount equal to the Assigned Commitment AmountSCHEDULE 1 hereto. Each Assignee agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is Upon the intent effectiveness of the parties hereto that assignment to an Assignee, the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned amount of the Commitment Amount respectively assigned to such Assignee, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by such Assignee; provided, that, PROVIDED the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 3 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment assignments and assumption set forth herein, on the Effective Date Date: (i) each Assignee’s 's Commitment and Pro Rata Share as a Lender will be $ . as set forth in SCHEDULE 1 hereto with respect to such Assignee and (dii) After giving effect the Assignor's Commitment and Pro Rata Share as a Lender will be as set forth in SCHEDULE 1 hereto with respect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) ----- all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans assigned, including any special payment provisions for Offshore Currency Loans.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 12.4 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ [$__________]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)[$__________].

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and each of the Committed Loans and the LC Obligations] of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof'), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount mount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $_______. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_______.

Assignment and Acceptance. (a) Subject Reference is made to the Class A-L Loan Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the “Class A-L Loan Agreement”) among Owl Rock CLO VIII, LLC, a Delaware limited liability company (the “Borrower”), the Class A-L Lenders party thereto (the “Lenders”) and State Street Bank and Trust Company, as loan agent (the “Loan Agent”), relating to the Class A-L Loan made thereunder and secured under the Indenture and Security Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the “Indenture”), entered into by the Borrower and State Street Bank and Trust Company, as collateral trustee (together with any successor under the Indenture, the “Collateral Trustee”). Terms used but not defined herein have the respective meanings given to such terms and conditions of this Assignment and Acceptance, in (or incorporated by reference in) the Class A-L Loan Agreement. The Assignor named on the signature pages hereof (the “Assignor”) hereby sells, transfers sells and assigns to the Assignee named on the signature pages hereof (the “Assignee”), and the Assignee hereby purchases, purchases and assumes and undertakes from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Class A-L Loan Agreement, including, without recourse limitation, the interests set forth below in the Class A-L Loan held by (and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (ioutstanding principal amount of the Class A-L Loan held by) the Commitment and each Assignor on the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Class A-L Loan Agreement and the other Financing Agreements, 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) With effect on Indenture. From and after the Effective Assignment Date (as defined in Section 5 hereof), A) the Assignee shall be a party to and be bound by the provisions of the Class A-L Loan Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (B) 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 to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Class A-L Loan Agreement Agreement. The Assignor hereby represents and warrants to the extent such obligations have been assumed by Assignee; provided, Assignee that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 as of the Loan Agreement Assignment Date, the Assignor owns the Assigned Interest free and clear of any lien or other encumbrance. The Assignee hereby makes to the extent such rights relate Assignor, the Borrower, the Collateral Manager, and the Collateral Trustee all of the representations and warranties, and agrees to comply with the time prior to applicable covenants of the Effective Date. (c) After giving effect to the assignment and assumption Class A-L Lenders, set forth herein, on in Section 3.02 of the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to Class A-L Loan Agreement. Each of the assignment parties hereby covenants and assumption set forth herein, on agrees that so long as the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Assignee is a registered Lender:

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each the [Revolving][L/C] Loans of the Committed Loans of Assignor and ----- (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, LOANS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan AgreementCredit Agreement (including without limitation under Article II thereof), including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section -------- ------- 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$___________.

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective 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 terms Credit Agreement identified below (as amended, amended and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes 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 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 Assignor under the respective facilities identified below (including any Letters of Credit 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) 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 and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 without representation or warranty 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to each Assignee, and (ii) each Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ), (i) the Commitment and each amount of the Committed Loans of Assignor and Assignor's Tranche C Term Loan set forth opposite such Assignee's name on Annex I hereto; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, Loan Documents (all of the Commitment of Assignee shall be as set forth below foregoing being herein called the "Assigned Rights and the Pro Rata Share of Assignee shall be ( %) percentObligations"). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), each Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount Pro Rata Share of the Tranche C Term Facility equal to the Assigned Commitment Amountpercentage set forth opposite such Assignee's name on Annex I hereto. Each Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit 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, (i) as of the Effective Date, the Pro Rata Share of the Assignor of the Tranche C Term Facility shall be reduced by an amount equal to the Assigned Commitment Amount percentage set forth on Annex I for the Assignor and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignees; provided, thathowever, that the Assignor shall not relinquish its rights under Article VII or Sections 2.2, 6.4, 6.9, 11.5 and 12.5 14.4 or 14.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment the Assignees' and the Assignor's respective Tranche C Term Loans will be $ . (d) After giving effect to the assignment and assumption as set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Annex I.

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of January 27, 1999 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Arch Chemicals, Inc., ▇▇▇▇ Corporation, the Lenders and AcceptanceAgents named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in this Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) 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 to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement 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 extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Datelaws of the State of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective 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.] Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby sells, transfers irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor] [the respective Assignors], assumes subject to and undertakes from in accordance with the 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 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 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 (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 and without representation or warranty (to [the] [any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentwithout representation or warranty by [the] [any] Assignor. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective 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 and the Assignees hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified in items below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the 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 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 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)][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 and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentwithout representation or warranty by [the][any] Assignor. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Pursuant to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptanceaccordance with Section 7.03(b) an interest in (i) the Commitment and each of the Committed Loans Purchase Agreement, as of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined below), each of Scotia Capital and BMO hereby sells and assigns absolutely to TD, and TD hereby purchases and assumes from each of Scotia Capital and BMO, that portion and percentage of each of Scotia Capital’s and BMO’s rights and obligations as a Bank under the Purchase Agreement such that TD shall have the Bank Commitment and Percentage as set forth in Section 5 hereof), Assignee 1(e) below together with all corresponding rights and obligations (the “Assumed Bank Rights and Obligations”) and each of Scotia Capital and BMO shall be have the respective Bank Commitment and Percentage as set forth in Section 1(e) below together with all corresponding rights and obligations; and TD hereby acknowledges that it will on the Effective Date (i) become a party to the Loan Purchase Agreement as a Bank and succeed to (ii) assume, perform and comply with all of the rights Assumed Bank Rights and be obligated Obligations as if originally named as an original party in the Purchase Agreement as a Bank. (b) Pursuant 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 Section 7.03(c) 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 shallPurchase Agreement, as of the Effective Date, each of the Liberty Purchaser Agent and the Fairway Purchaser Agent hereby assigns absolutely to the TD Purchaser Agent, as Purchaser Agent for TD and any other Investors related to TD, that portion and percentage of its rights and obligations as a Purchaser Agent corresponding to the portion of the Assumed Bank Rights and Obligations assigned by Scotia Capital or BMO, respectively, to TD pursuant to Section 1(a) above (the “Assumed Purchaser Agent Rights and Obligations”), and the TD Purchaser Agent hereby acknowledges that it will on the Effective Date (i) become a party to the Purchase Agreement as a Purchaser Agent and (ii) assume, perform and comply with all of the Assumed Purchaser Agent Rights and Obligations as if originally named as an original party in the Purchase Agreement as a Purchaser Agent. (c) For the avoidance of doubt, upon the effectiveness of this Section 1 and the assumption by TD of the Assumed Bank Rights and Obligations and the Assumed Purchaser Agent Rights and Obligations, the rights and obligations of each of Liberty and Fairway as a Purchaser corresponding to the portion of the Assumed Bank Rights and Obligations assigned by Scotia Capital or BMO, respectively, to TD pursuant to Section 1(a) above shall be reduced extinguished and of no further force and effect; provided that the foregoing shall in no event limit or otherwise have any impact on any revised rights and obligations of each of Liberty and Fairway corresponding to any revised Bank Commitments and Percentages pursuant to the remaining Sections hereof. (i) Seller hereby consents to (x) the assignment by each of Scotia Capital and BMO of its respective portion of the Assumed Bank Rights and Obligations to TD pursuant to Section 7.03(b) of the Purchase Agreement, and (y) the assignment by each of the Liberty Purchaser Agent and the Fairway Purchaser Agent of its respective portion of the Assumed Purchaser Agent Rights and Obligations to the TD Purchaser Agent pursuant to Section 7.03(c) of the Purchase Agreement. (ii) In accordance with Section 1.13(b) of the Purchase Agreement, each of the Existing Purchaser Agents and the Administrative Agent hereby consents to the addition of TD as a Bank and the TD Purchaser Agent as a Purchaser Agent, in each case, under the Purchase Agreement. (iii) Each of the Seller, the Administrative Agent, the Banks and the Existing Purchaser Agents hereby consents to the addition of TD as a Bank and as a Purchaser Agent and agrees and acknowledges that, notwithstanding anything to the contrary contained in the Purchase Agreement (including, without limitation, the definition of “Eligible Assignee”), each of TD and the TD Purchaser Agent shall be an Eligible Assignee for all purposes under the Purchase Agreement. (iv) TD hereby appoints the TD Purchaser Agent to act as its Purchaser Agent under the Purchase Agreement. Each of the parties hereto hereby agrees and acknowledges that, notwithstanding anything to the contrary contained in the Purchase Agreement (including, without limitation, Section 6.01 of the Purchase Agreement), for all purposes of the Purchase Agreement, (x) neither the Liberty Purchaser Agent nor the Fairway Purchaser Agent shall in any event be deemed to be the Purchaser Agent for TD, (y) TD shall in no event be deemed to be a Related Bank or otherwise related to Liberty, Scotia Capital, the Liberty Purchaser Agent, Fairway, BMO or the Fairway Purchaser Agent and (z) the TD Purchaser Agent shall be the Purchaser Agent for TD and any other Investors related to TD. (e) Upon the effectiveness of the assignment and sale of the Assumed Bank Rights and Obligations, the Bank Commitment and Percentage of each of the Banks shall be as follows (which Bank Commitments and Percentages the parties hereto hereby agree and acknowledge shall be immediately superseded by the Bank Commitments and Percentages set forth in Section 2 hereto): ST $ 75,000,000 12.00 % BTMU $ 100,000,000 16.00 % BMO $ 75,000,000 12.00 % PNC $ 100,000,000 16.00 % TD $ 50,000,000 8.00 % Scotia Capital $ 225,000,000 36.00 % TOTAL $ 625,000,000.00 (f) In connection with the assignments in this Section 1, each of Scotia Capital and/or Liberty, as applicable, and BMO and/or Fairway, as applicable, shall transfer a Receivable Interest or Receivable Interests to TD in exchange for a cash payment from TD in an amount equal to the Assigned Commitment Amount aggregate Capital of such Receivable Interests so transferred by it, so that after giving effect to such transfer of Receivable Interests and Assignor such cash payment, each of Scotia Capital and Liberty, as applicable, each of BMO and Fairway, as applicable, and TD shall relinquish its rights and be released from its obligations under hold aggregate outstanding Capital equal to such Investor’s ratable share of the Loan Agreement aggregate outstanding Capital of all Investors as of such time (based on the applicable Bank’s Percentage, set forth in Section 1(e)). The Seller hereby consents to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 above transfers of the Loan Agreement Receivable Interests to the extent such rights relate to the time prior to the Effective DateTD. (cg) After giving effect TD confirms that it has received a copy of the Purchase Agreement, together with copies of the reports and financial statements referred to in paragraph (k) of Exhibit IV to the assignment Purchase Agreement as have been requested by TD and assumption set forth hereinsuch other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. TD acknowledges that it has, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any other Bank and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the Effective Date Assignee’s Commitment will be $ Purchase Agreement. TD also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the Purchase Agreement. (dh) After giving effect This Agreement is an Assignment and Acceptance for all purposes under the Purchase Agreement. Each of the Seller, the Existing Purchaser Agents and the Administrative Agent hereby acknowledges and agrees that this Agreement constitutes notice to it by each of Scotia Capital, Liberty, BMO and Fairway of the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)of Receivable Interests pursuant to Section 1(f) above.

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective 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 terms First Amended and conditions Restated Loan Agreement identified below (as amended, 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 and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Bank 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 Assignor under the Revolving Commitment (as defined in the Loan Agreement) 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 Bank) 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 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 and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 without representation or warranty 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ____% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each the Loans and Participations (if any) of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 Article IV or Section 11.04 and 12.5 Section 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s Revolving Commitment will be $ $_____; (ii) the Assignee’s Proportionate Share of the Aggregate Revolving Commitment will be _____%; (iii) the Assignee’s Term A Commitment will be $______; (iv) the Assignee’s Proportionate Share of the Aggregate Term A Commitment will be ______%; (v) the Assignee’s Term B Commitment will be $______; and (vi) the Assignee’s Proportionate Share of the Aggregate Term B Commitment will be ______%. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s Revolving Commitment will be $ $______; (as such amount may ii) the Assignor’s Proportionate Share of the Aggregate Revolving Commitment will be further reduced by any other assignments by Assignor on or after ____%; (iii) the date hereof)Assignor’s Term A Commitment will be $___________; (iv) the Assignor’s Proportionate Share of the Aggregate Term A Commitment will be ______%; (v) the Assignor’s Term B Commitment will be $___________; and (vi) the Assignor’s Proportionate Share of the Aggregate Term B Commitment will be ______%.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percent). (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments assignment by Assignor on or after the date hereof).

Assignment and Acceptance. (ax) Subject the Assignee thereunder shall be a party hereto and, to the terms and conditions of this extent provided in such Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 have 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, hereunder with a Commitment in an amount equal as set forth therein, and (y) the transferor Lender thereunder shall, to the Assigned Commitment Amount. Assignee agrees that it will perform extent provided 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 shallsuch Assignment and Acceptance, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under this Agreement (and, in the Loan case of an Assignment and Acceptance covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto except as to subsections 2.10, 2.11, 2.15, 2.18 and 10.5). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent extent, and only to the extent, necessary to reflect the addition of such obligations have been assumed Assignee and the resulting adjustment, if any, of Commitment Percentages arising from the purchase by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 such Assignee of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the other Loan Agreement to the extent such rights relate to the time Documents. On or prior to the Transfer Effective Date. (c) After giving effect Date determined pursuant to and as defined in such Assignment and Acceptance, the Company, at its own expense, shall execute and deliver to the assignment Agent in exchange for the surrendered Notes new Notes to the order of such Assignee in an amount, in the case of Committed Rate Notes, equal to the Commitment assumed by it pursuant to such Assignment and assumption set forth hereinAcceptance and, on if the transferor Lender has retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount, in the case of Committed Rate Notes, equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Effective Date Assignee’s Commitment will and shall otherwise be $ . (d) After giving effect in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Agent to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)Company marked "canceled".

Assignment and Acceptance. (a) Subject Reference is made to the terms Three-Year Credit Agreement dated as of August 12, 2002 (as amended and conditions of this Assignment in effect on the date hereof, the "Agreement"), between Washington Mutual, Inc., Washington Mutual Finance Corporation, the Lenders named therein and AcceptanceJPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date and Acceptance) an Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) 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 to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.16(e) of the Loan Agreement Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the 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 extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Date. (c) After giving effect to law of the assignment and assumption set forth herein, on the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s Commitment will be $ . of Assignment (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)."Assignment Date")(1):

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each the Credit Extensions of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan LC Agreement and the other Financing Agreements, 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 ( %) percentCredit Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan LC Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan LC Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan LC 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan LC Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan LC Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date (the Assignee’s Individual Commitment will be $ , the Assignee’s Tranche A Commitment will be $ and the Assignee’s Tranche B Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Individual Commitment will be $ (as such amount may , the Assignor’s Tranche A Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$ and its Tranche B Commitment will be $ .

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans and the L/C Obligations of the Committed Loans of Assignor 96 and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, LOANS AND L/C OBLIGATIONS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 11.04 and 12.5 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$____________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share share of Assignee shall be ( _______ (__%) percent. (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.45.5, 6.912.6, 11.5 14.8 and 12.5 15.2 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date (as defined below) and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and [INSERT NAMES OF ASSIGNEE(S)] (the “Assignee[s]”). [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 terms Credit Agreement identified below (as may be amended 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 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to [the][each] Assignee, and [the][each] Assignee hereby purchases, irrevocably purchases and assumes and undertakes 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 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 Assignor under the respective facilities identified below 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 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 and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 without representation or warranty 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans and the L/C Obligations] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans and L/C Obligations assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to Assignee, the 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 Acceptance) an interest in % [the “Assignment Percentage”] of (iA) the Commitment Revolving Credit Commitment, the Revolving Loans and each L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Revolving Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Credit Commitment in an amount equal to the Revolver Assigned Commitment AmountAmount and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding Revolving Loans. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Credit Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Revolver Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2[3.1, 6.4, 6.9, 11.5 3.6] and 12.5 [14.1] of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Revolving Credit Commitment will be $ U.S.$ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Revolving Credit Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)U.S.$ .

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment Commitment, the Loans and each the Risk Participation of the Committed Loans of ----- Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall [be a party to the Loan Credit Agreement and and] succeed to all of the rights and be obligated to perform all of the obligations of [a Lender with a Commitment equal to the Assigned Amount] [the Assignor in respect of the Assigned Amount] under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.4 and 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___________percent (i__%) (the "Assignee's Percentage Share") of (A) the Commitment and each of [and][,] the Committed Loans [and the L/C Obligations] of the Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on On and after the Effective Date (as defined in Section paragraph 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 Section 3.9 and 12.5 Section 13.11 of the Credit Agreement (or any other provision of the Loan Agreement Documents to the extent such provision, by its terms, survives termination of the Credit Agreement) to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $[__________]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$[__________].

Assignment and Acceptance. (a) 1.1 Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) ___% (the Commitment and each “Assignee’s Percentage Line Share”) of the Committed Loans Line Commitment of Assignor [together with Assignor’s rights to make Competitive Bid Advances], (B) ___% (the “Assignee’s Percentage Term Share”) of the Term Commitment of Assignor, and (iiC) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Credit Agreement and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with (x) a Line Commitment in an amount equal to the Assigned Line Amount (plus the amount of Assignee’s existing Line Commitment, if any) and (y) a Term Commitment Amountin an amount equal to the Assigned Term Amount (plus the amount of Assignee’s existing Term Commitment, if any). Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Agreement are that it is required to be performed by it perform as a LenderLender under the Credit Agreement. It is the intent of the parties hereto that the Line Commitment and Term Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Line Amount and the Assigned Term Amount, respectively, and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assignee; provided, thathowever, that Assignor shall not relinquish its rights to be indemnified by Borrower under Sections 2.2, 6.4, 6.9, 11.5 11.11 and 12.5 11.22 of the Credit Agreement or any other similar indemnity provisions of the Loan Agreement Documents to the extent such rights relate to the time prior to the Effective Date. (c) 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Line Commitment will be $__________ and Assignor’s Term Commitment will be $__________. 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Line Commitment will be $ . (d) After giving effect to the assignment $__________ and assumption set forth herein, on the Effective Date AssignorAssignee’s Term Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, and assigns to each Assignee, and (ii) each Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in the percentage set forth on each Assignee's signature page hereto (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment Revolving Commitment, the Revolving Committed Loans, and each the L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section SECTION 5 hereof), each Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in an amount equal to the Assigned Commitment Amount. Each Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignees; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2SECTIONS 3.8, 6.44, 6.9, 11.5 and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date each Assignee’s 's Revolving Commitment and Revolving Committed Loans will be $ . (d) After giving effect to in the assignment and assumption amounts set forth hereinon their signature page attached hereto. AMENDMENT, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective 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 but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and conditions 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Standard Terms and Conditions and 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 shallCredit Agreement, as of the Effective Date, be reduced Date inserted by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] rights and be released from obligations in [its obligations capacity as a [Revolving Lender] [Term Lender][their respective capacities as [Revolving Lenders] [Term Lenders] under the Loan Credit Agreement and any other documents or instruments delivered pursuant thereto [(including, without limitation, participations in L/C Obligations and Swingline Advances included in such facilities5)] identified below and (ii) to the extent such obligations have been assumed by Assignee; providedpermitted to be assigned under applicable law, thatall claims, suits, causes of action and any other right of [the Assignor shall not relinquish (in its rights capacity as a [Revolving Lender] [Term Lender])][the respective Assignors (in their respective capacities as [Revolving Lenders] [Term Lenders])] against any Person, whether known or unknown, arising under Sections 2.2or in connection with the Credit Agreement, 6.4, 6.9, 11.5 and 12.5 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 Loan Agreement 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 extent such rights relate and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor 1 For bracketed language here and elsewhere in this form relating to the time prior to the Effective Date. (c) After giving effect to Assignor(s), if the assignment and assumption set forth hereinis from a single Assignor, on choose the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to first bracketed language. If the assignment and assumption set forth hereinis from multiple Assignors, on choose the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)second bracketed language.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the _____________ [and the corresponding Revolving Loans] [and the Swingline Commitment [and each the corresponding Swingline Loans]] of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percent.fees with respect to, Revolving Loans [and Swingline Loans] assigned] (b) With effect on and after the Effective Date (as defined in Section 5 hereofherein), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank [and the Swingline Bank] under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment and in an [aggregate] amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank [and the Swingline 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 relating thereto [and the Swingline Commitment Amount shall be entirely assumed by the Assignee and the Assignor shall relinquish its rights (except its rights with respect to indemnification or compensation arising out of an event occurring before the Effective Date] and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ . $__________ [and the Assignee's Swingline Commitment will be $_____](d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may [, and the Assignor's Swingline Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$0].

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective 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 but not defined herein shall have the meanings given to them in the terms 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 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 AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the 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 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 swing 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 (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 and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest , without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in (i) this form relating to the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) With effect on and after the Effective Date (as defined in Section 5 hereofAssignor(s), 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to if the assignment and assumption set forth hereinis from a single Assignor, on choose the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to first bracketed language. If the assignment and assumption set forth hereinis from multiple Assignors, on choose the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)second bracketed language.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment Revolving Credit Commitment, the Revolving Loans, the L/C Obligations [and each the Term Loans of the Committed Loans of Assignor Assignor] and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including including, but not limited to, the requirements concerning confidentiality and the payment of indemnification, with a Revolving Credit Commitment in an amount equal to the Revolver Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Credit Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Revolver Assigned Commitment Amount [and the Term Loans of the Assignor shall be reduced by an amount equal to the Term Assigned Amount] and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.22.1, 6.42.5, 6.92.6, 11.5 and 12.5 14.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Revolving Commitment will be $__________, its outstanding Revolving Loans will be $ [and its outstanding Term Loans will be $________ ]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Revolving Commitment will be $____________ , its outstanding Revolving Loans will be $ (as such amount may [and its outstanding Term Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$__________ ].

Assignment and Acceptance. (a) 1.1 Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) the Commitment and each of the Committed Loans Term Commitment of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Credit Agreement and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Term Commitment in an amount equal to the Assigned Commitment AmountAmount (plus the amount of Assignee’s existing Term Commitment, if any). Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Agreement are that it is required to be performed by it perform as a LenderLender under the Credit Agreement. It is the intent of the parties hereto that the Term Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assignee; provided, thathowever, that Assignor shall not relinquish its rights to be indemnified by Borrower under Sections 2.2, 6.4, 6.9, 11.5 11.11 and 12.5 11.22 of the Credit Agreement or any other similar indemnity provisions of the Loan Agreement Documents to the extent such rights relate to the time prior to the Effective Date. (c) 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Term Commitment will be $ . 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Term Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”), so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee shall be percent ( %) percent). (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its their rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)_.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”), so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee shall be percent ( %) percent). (b) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its their rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ________ percent (i__%) (the "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the 170 Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment 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 and the other Loan Agreement Documents 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.22.4(i)(i), 6.42.5, 6.94.9, 11.5 5.1(b), 9.16 and 12.5 15.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. By its signature hereto, the financial institution listed on the signature pages hereto as the "New Lender" (the "New Lender") hereby, effective as of the Increase Effective Date: (a) Subject irrevocably assumes without recourse to the terms Administrative Agent or any Lender New Lender's Revolving Credit Commitment and conditions of related rights and obligations under the Credit Agreement in the principal amount as set forth on Schedule 1 to the Credit Agreement (as amended by this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in Amendment). (i) represents and warrants that it is legally authorized to enter into the Commitment and each of the Committed Loans of Assignor and Credit Agreement; (ii) all related rights, benefits, obligations, liabilities and indemnities confirms that it has received a copy of the Assignor under and in connection Credit Agreement, together with the Loan Agreement and the other Financing Agreements, 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) 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 copies of the rights financial statements delivered pursuant to Section 8.1 thereof and be obligated such other documents and information as it has deemed appropriate to perform all of make its own credit analysis and decision to enter into the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee ; (iii) agrees that it will, independently and without reliance upon the Administrative 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 Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It Lender including, if it is organized under the intent laws of a jurisdiction outside the United States, its obligation pursuant to subsection 5.11(b) of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateCredit Agreement. (c) After giving effect Agrees that it shall, from and after the Increase Effective Date, be a party to the assignment Credit Agreement and assumption set forth herein, on have the Effective Date Assignee’s Commitment will rights and obligations of a Lender thereunder and under the other Loan Documents and shall be $ bound by the provisions thereof. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) ), an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.46.7, 6.96.11, 11.5 12.5 and 12.5 16.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $[_______]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $[_______] (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each of the Committed Loans of the Assignor and (iiB) ----- all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) 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 Commitment 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 15.11 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAgreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, 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) . 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 Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in ___% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all ----- related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT N-1. be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in % (ithe "Assignee's Percentage Share") of (A) the Commitment and each L/C Commitment [and the Loans] of the Committed Loans Assignor [and participation in outstanding Letters of Assignor Credit] and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, 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 ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignee including with respect to its L/C Commitment; provided, thathowever, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.4 and 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Commitment will be $ [; (ii) the Assignee's aggregate outstanding Loans will be $ ;] [and (iii) the Assignor's L/C Commitment will be $ ]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Commitment will be $ [; (as such amount may ii) the Assignor's aggregate outstanding Loans will be further reduced by any other assignments by Assignor on or after $ ;] [and (iii) the date hereof)Assignor's L/C Commitment will be $ ].

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 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 Acceptance) an interest in __% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and each the Revolving Loans and the L/C Obligations] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, REVOLVING LOANS AND L/C OBLIGATIONS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. 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 Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.