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, (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. (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. 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. 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. (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 ___% (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 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 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, 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 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, (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. (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. 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. (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 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, (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, 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 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. 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, 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. 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. (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 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 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. (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 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 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. (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. 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, (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, (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 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 Five-Year Credit Agreement dated as of June 24, 1998 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Bowater Incorporated, the Subsidiary Borrowers party thereto and Acceptancethe banks party thereto and The Chase Manhattan Bank, as Administrative Agent for said banks. 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, without recourse 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 without representation or warranty (except as provided obligations under the Credit Agreement, including the interests set forth on the reverse hereof in this the Commitment of the Assignor on the Assignment Date and Acceptance) an 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 on the reverse hereof of the fees accrued to the Assignment Date for the 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 12.06(b) 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 laws of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Assignment and assumption set forth herein, on the Acceptance 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, 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 assignment 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 2.23.7, 6.44.1, 6.9, 11.5 4.3 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 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) 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 Line 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 Line Commitment in an amount equal to the Assigned Commitment AmountAmount (plus the amount of Assignee’s existing Line 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 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 Line 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 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 _____________ [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 and the Pro Rata Share of Assignee shall be ( %) percent.ACCRUED INTEREST ON, AND 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 a 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 a 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. (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 in: (i) the Commitment and each of the Committed Loans of Assignor Assignor; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under 4833-7494-6387.12 45083/0017 03/02/2018 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 (___%) 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 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 6.3 and 12.5 6.8 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 the Committed Loans and the Letter of Credit 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 accrued interest on, and fees with respect to, Committed Loans and Letter of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentCredit 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 Article IV 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 Reference is made to the terms Credit Agreement dated as of [_________], 2000 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Arch Chemicals, Inc., Newco, the Lenders named therein and AcceptanceThe 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 in this Competitive Loans and 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 [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. (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 20.00% (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 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 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 SECTION 14. 3 of the Loan Credit Agreement to the extent such rights relate related 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 commitment will be $ $5,000,000.00. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment 's commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$20,000,000.00.

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 Revolving Loan Commitment and each the Revolving Loans] [and] [the Term Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor with respect thereto 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 Loan 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 Loan 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 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 hereofDate.](3).

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 ), (i) the Commitment and each of the Committed Assignor's Commitment, together with a corresponding portion of the Assignor's outstanding Revolving Loans and of Assignor the Assignor's rights and obligations in respect of its participation (whether funded or unfunded) in Swing Line Loans and L/C Obligations; 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 Assignment 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 Pro Rata Share 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 Assignor shall, (i) as of the Assignment Effective Date, the Pro Rata Share of the Assignor shall be reduced by an amount equal to _______% and (ii) 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 the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and Article IV or Section 12.4 or 12.5 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 Assignment Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Assignment Effective Date the Assignee’s 's Commitment will be $ . (d) After giving effect to $_____________ and 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 Revolving Commitment and each the Revolving Loans and the Special Facility 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, Revolving Loans and Special Facility Obligations, if any, 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 Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment and Revolving Loans 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 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 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 the Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Credit Agreement which by their terms expressly survive the 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 Revolving Commitment 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 $ (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 11.111111111% (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 ( %) percent. (b) Loan Documents. 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 IV or 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 Date: (i) the Assignee’s 's Revolving Commitment will be $ . $4,750,000.00; (dii) the Assignee's Pro Rata Share of the Aggregate Revolving Commitment will 2.5%; (iii) the Assignee's Term Commitment will be $2,750,000.00; and (iv) the Assignee's Pro Rata Share of the Aggregate Term Commitment will be 2.5%. After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Revolving Commitment will be $ $38,000,000.00; (as such amount may ii) the Assignor's Pro Rata Share of the Aggregate Revolving Commitment will be further reduced by any other assignments by Assignor on or after 20.00%; (iii) the date hereof)Assignor's Term Commitment will be $22,000,000.00; and (iv) the Assignor's Pro Rata Share of the Aggregate Term Commitment will be 20.00%.

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of August 4, 2003 (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, 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. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Assignment 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 (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 Assignment Effective Date inserted by the 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 Credit 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 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 by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each 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 128 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. (av) Subject the Borrower shall execute a Revolving Credit Note subject to such assignment, and (vi) the Eligible Assignee shall pay to the terms Administrative Agent a processing and conditions recordation fee of this $3,000. From and after the effective date specified in each 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 assignee thereunder shall be a party hereto and to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under this Agreement. Within five (5) Business Days after receipt of the Loan Agreement, including the requirements concerning confidentiality notice and the payment Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note, a new Revolving Credit Note to the order of indemnification, with the Eligible Assignee in a Commitment in an principal amount equal to the Assigned applicable Revolving Credit Loan 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 assumed by it pursuant to such Assignment and Acceptance, as well as a Lendernew Revolving Credit Note to the assigning Lender in the amount of its retained Revolving Credit Loan Commitment. It is Such new Revolving Credit Note to the intent of Eligible Assignee and to the parties hereto that the Commitment of Assignor shall, as of the Effective Date, assigning Lender shall be reduced by in an aggregate principal amount equal to the Assigned Commitment Amount and Assignor aggregate principal amount of such surrendered Revolving Credit Note, shall relinquish its rights and be released from its obligations under dated 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 date of the Loan Agreement to surrendered Revolving Credit Note that they replace, and shall otherwise be in substantially the extent such rights relate to the time prior to the Effective Date.form attached hereto as Exhibit B. (c) After giving effect No assignment of all or any portion of this Agreement by any Lender shall be permitted without compliance with the provisions of Section 12.12(b) hereof, or if such assignment would violate any applicable securities law. In connection with its execution and delivery hereof each Lender represents that it is acquiring its interest herein for its own account for investment purposes and not with a view to further distribution thereof, and shall require any proposed assignee to furnish similar representations to the assignment Administrative Agent and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ Borrower. (d) After Each Lender may, without the consent of the Borrower or the Administrative Agent, but subject to the provisions of Section 2.9, sell participations in its respective Revolving Credit Loan Commitment and Letter of Credit Subcommitment to such Lender's Affiliate(s), but sales of participations to Persons other than such Lender's Affiliates shall be made only after written notice thereof is delivered to the Administrative Agent and in all events subject to said section. Provided, however, that (i) no Lender may sell a participation in its aggregate Revolving Credit Loan Commitment and Letter of Credit Subcommitment (after giving effect to any permitted assignment hereof) unless it retains an aggregate exposure of at least $10,000,000 (except that no such limitation shall be applicable to any such participation sold at any time there exists an Event of Default hereunder), (ii) the assignment participation interest sold may not exceed 50% of such Lender's Revolving Credit Loan Commitment (iii) such Lender's obligations under this Agreement shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and assumption set forth herein, on (v) the Effective Date Assignor’s Commitment will be $ (Borrower and the Administrative Agent and other Lenders shall continue to deal solely and directly with each Lender in connection with such Lender's rights and obligations as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).provided in

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells, transfers and assigns to the Assignee, and 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 ), __% of the Committed Assignor's Revolving Commitment, together with a corresponding portion of the Assignor's outstanding Revolving Loans, the Assignor's rights in respect of its participations (whether funded or unfunded) in Letter of Credit Obligations, Swingline Loans of Assignor and (ii) Alternate Currency Loans, and 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, Credit Documents (all of the Commitment of Assignee shall be as set forth below and foregoing being herein called the Pro Rata Share of Assignee shall be ( %) percent"ASSIGNED RIGHTS AND OBLIGATIONS"). (b) With effect on and after the Effective Date (as defined in Section 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 Pro Rata Share 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 (i) the Commitment Pro Rata Share of the Assignor shall, as of the Effective Date, be reduced by an amount equal to ___% and (ii) 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 the Assignee; providedPROVIDED, thatHOWEVER, 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 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 $ $__________ and the Assignor's Revolving Commitment will be $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment (i) (assuming no repayments or new borrowings after ___________) the Effective Amount of the Assignee's outstanding Revolving Loans will be $ $____________ and the Effective Amount of the Assignor's outstanding Revolving Loans will be $______________, (as such amount may ii) (assuming no repayments, new fundings or new issuances after ____________), the Effective Amount of the Assignee's participations in all outstanding Letter of Credit Obligations will be further reduced by any other assignments by Assignor on or after $__________ and the date hereof)Effective Amount of the Assignor's participations in all outstanding Letter of Credit Obligations will be $__________, (iii) the Effective Amount of the Assignee's participations in all outstanding Alternate Currency Loans will be $__________, and the Effective Amount of the Assignor's participations in all outstanding Alternate Currency Loans will be $__________, and (iv) the Effective Amount of the Assignee's participations in all outstanding Swingline Loans will be $________, and the Effective Amount of the Assignor's participations in all outstanding Swingline Loans will be $________.

Assignment and Acceptance. (a) Subject Reference is made to the terms 364-Day Credit Agreement dated as of June 24, 1998 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Bowater Incorporated, the Subsidiary Borrowers party thereto and Acceptancethe banks party thereto and The Chase Manhattan Bank, as Administrative Agent for said banks. 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, without recourse 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 without representation or warranty (except as provided obligations under the Credit Agreement, including the interests set forth on the reverse hereof in this the Commitment of the Assignor on the Assignment Date and Acceptance) an 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 on the reverse hereof of the fees accrued to the Assignment Date for the 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 12.06(b) 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 laws of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Assignment and assumption set forth herein, on the Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s of Assignment ("Assignment Date")1: --------------------- Percentage Assigned of Facility/Commitment will be (set forth, to at least 8 decimals, as a percentage of the Facility and the Principal Amount aggregate Commitments Facility Assigned Assigned of all Banks thereunder) ----------------- ---------------- ------------------------ Commitment Assigned: $ . (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 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 __%(i1) (the "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; providedPROVIDED, 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 '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 2.38% 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, (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 1 105 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 Section 15.11 (Indemnity of the Loan Agent and the Lenders by the Borrower) and Section 15.12 (Limitation of Liability) 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 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 The Lenders have agreed among themselves to reallocate their respective Commitments and to allow Harris Nesbitt Financing, Inc. to acquire an interest in the Commitme▇▇▇ ▇▇▇ ▇▇▇ ▇▇ans. After such reallocation of the Commitments, on the date hereof, the Lenders shall own the Commitment Percentages set forth on Schedule 1 attached hereto. With respect to such reallocation, Harris Nesbitt Financing, Inc. shall be deemed to have acquired the C▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Loans allocated to them from each of the Lenders pursuant to the terms and conditions of this the Assignment and AcceptanceAcceptance Agreement attached as Exhibit E to the Credit Agreement as if Harris Nesbitt Financing, Assignor hereby sellsInc. and the Lenders had executed an Assign▇▇▇▇ ▇▇▇ ▇▇▇▇▇tance Agreement with respect to such allocation. Each Lender shall surrender its existing Note and be issued a new Note in a face amount equal to each Lender's Commitment Percentage times $375,000,000. Each said Note to be in the form of Exhibit "B" to the Credit Agreement with appropriate insertions. The funds delivered to Agent by Harris Nesbitt Financing, transfers and assigns Inc. 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) acquire an interest in (i) the Commitment Commitme▇▇▇ ▇▇▇ ▇▇▇ ▇▇ans shall be allocated and paid to 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 existing Lenders such that after giving effect thereto, to such allocation and payment each of the Lender's Commitment of Assignee shall be as in the amounts set forth below on Schedule 1 attached hereto. By their execution hereof, Agent 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)Borrower each hereby consent to Harris Nesbitt Financing, 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 Inc. becoming 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 DateCredit Agr▇▇▇▇▇▇. (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 10.000000000% (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 ( %) percent. (b) Loan Documents. 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 IV or 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 Date: (i) the Assignee’s 's Revolving Commitment will be $ . $15,833,333.33; (dii) the Assignee's Pro Rata Share of the Aggregate Revolving Commitment will be 8.333333333%; (iii) the Assignee's Term Commitment will be $9,166,666.67; and (iv) the Assignee's Pro Rata Share of the Aggregate Term Commitment will be 8.333333333%. After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Revolving Commitment will be $ $42,750,000.00; (as such amount may ii) the Assignor's Pro Rata Share of the Aggregate Revolving Commitment will be further reduced by any other assignments by Assignor on or after 22.500000000%; (iii) the date hereof)Assignor's Term Commitment will be $24,750,000.00; and (iv) the Assignor's Pro Rata Share of the Aggregate Term Commitment will be 22.500000000%.

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. ] 73 (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 Commitments 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 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) each Assignor hereby sells, transfers and assigns to Assigneethe Assignees, and (ii) each Assignee hereby purchases, assumes and undertakes from Assignorthe Assignors, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in the percentage share (ior principal amount) of such Assignor’s obligations (A) under the Commitment and each of Original Note to which such Assignor is a party, (B) under the Committed Loans of Original Warrant to which such Assignor is a party, and (iiC) all related rights, benefits, obligations, liabilities and indemnities of the such Assignor under and in connection with the Loan Note Purchase 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 ( %) percentTransaction Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), each Assignee shall be a party to the Loan Note Purchase Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Purchaser under the Loan AgreementNote Purchase Agreement (including without limitation, including the requirements concerning indemnification and confidentiality and the payment of indemnificationrequirements), with under a Commitment Note (or Notes) in an aggregate amount equal to such Assignee’s portion of the aggregate Assigned Note Amount, under a Warrant in the number of shares equal to such Assignee’s portion of the Assigned Commitment AmountWarrant Shares and under other Transaction Documents. Each Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Note Purchase Agreement are required to be performed by it as a LenderPurchaser. It is the intent of the parties hereto that the Commitment of Assignor shallthat, as of the Effective Date, Date (i) the aggregate principal amount of each Assignor’s Original Note shall be reduced by an amount equal to such Assignor’s portion of the aggregate Assigned Commitment Note Amount set forth on Schedule 1, and (ii) the aggregate number of shares that may be purchased under each Assignor’s Original Warrant shall be reduced by the number of shares equal to such Assignor’s portion of the aggregate Assigned Warrant Shares set forth on Schedule 1. Each such Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to Note Purchase Agreement, the extent such obligations have been assumed by Assignee; providedOriginal Note, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement Original Warrant to the extent such rights relate and obligations have been assigned to and assumed by the Assignees. After giving effect to the time prior to assignment and assumption set forth herein, on the Effective DateDate the outstanding amount (including principal and interest) of each Original Note (or any replacement Note) shall be the amount set forth opposite the applicable Assignor’s name on Schedule 1 attached hereto. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date (i) the original principal amount of each Note purchased by each respective Assignee shall be the amount set forth opposite such Assignee’s Commitment will name on Schedule 1 attached hereto, and (ii) the number of shares of common stock in the Company that may be $ . (d) After giving effect to purchased under the assignment and assumption Warrant purchased by the each respective Assignee shall be the number of shares set forth herein, on the Effective Date Assignoropposite such Assignee’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)name of Schedule 1 attached hereto.

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, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee -77- 83 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 related L/C Obligations, if any) [and 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, 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 AgreementCredit Agreement (including without limitation under Article III 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 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 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. (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 EXHIBIT A-1, PAGE 1 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; providedPROVIDED, 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 '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 Outstanding Credit Exposure] 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 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 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; providedPROVIDED, thatHOWEVER, the Assignor shall not relinquish its rights under Sections 2.23.1, 6.4, 6.9, 11.5 3.3 and 12.5 9.5 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 Reference is made to the terms Amended and conditions Restated Credit Agreement dated as of this Assignment December [__], 2018 (as amended, restated, amended and Acceptancerestated, Assignor hereby sells, transfers and assigns modified or supplemented from time to Assigneetime, and in effect on the date hereof, the “Credit Agreement”), among Cambrex Corporation, the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the 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 Revolving Credit Commitment, if applicable, of the Assignor on the Assignment Date and Acceptance) an 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 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 Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the 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 Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Principal Amount Revolving Credit Commitment Assigned: $ Loans: $ Fees Assigned (if any): $ The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNOR], as Assignor By: Name: Title: The undersigned hereby consent to the within assignment:1 [NAME OF ASSIGNOR], as Assignor By: Name: Title: as Administrative Agent, as Swingline Lender and as an Issuing Lender By: Name: Title: By: Name: Title: 1 Consents to be included to the extent such obligations have been assumed required by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 10.04(b) of the Loan Credit Agreement. EXHIBIT B EXHIBIT C This GUARANTEE ASSUMPTION AGREEMENT (this “Agreement”) dated as of ______________, 20__ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _______________ (the “Additional Subsidiary Guarantor”), is made in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for the Credit Parties under (and as defined in) the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Cambrex Corporation, a Delaware corporation, the Subsidiary Borrowers referred to therein, the Subsidiary Guarantors referred to therein, the Lenders referred to therein and the Administrative Agent are parties to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment Amended and assumption set forth hereinRestated Credit Agreement dated as of December [__], 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 $ 2018 (as such amount may be further reduced by any other assignments by Assignor on amended, restated, amended and restated, modified or after supplemented and in effect from time to time, the date hereof“Credit Agreement”).

Assignment and Acceptance. (a) Subject an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Agent, in the form of EXHIBIT G. AVAILABILITY - the amount that Borrower is entitled to borrow from time to time as Revolver Loans, such amount being 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) difference derived when the Commitment and each sum of the Committed principal amount of Revolver Loans then outstanding (including any amounts that Agent or Lenders may have paid for the account of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities Borrower pursuant to any of the Assignor under Loan Documents and in connection with that have not been reimbursed by Borrower and any outstanding Settlement Loans) is subtracted from the Loan Agreement and Borrowing Base. If the other Financing Agreementsamount outstanding is equal to or greater than the Borrowing Base, so that after giving effect theretoAvailability is 0. AVAILABILITY RESERVE - on any date of determination thereof, 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, 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 rent or other charges owing at such time by any Obligor to any landlord of any premises where any of the Collateral is located; (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 the Revolver Loans; (vi) aggregate amount of reserves established by it Agent in its reasonable discretion in respect of ACH (automated clearinghouse) transfers or obligations of Borrower under any interest rate protection agreements; (vii) all customer deposits or prepayments held by Borrower; and (vii) for so long as any Event of Default exists, such additional reserves as Agent in its sole and absolute discretion may elect to impose from time to time, without waiving any such Event of Default or Agent's entitlement to accelerate the maturity of the Obligations as a Lenderconsequence thereof. It is AVERAGE REVOLVER LOAN BALANCE - for any period, the intent amount obtained by adding the aggregate of the parties hereto that unpaid balance of Revolver Loans and LC Outstandings outstanding at the Commitment end of Assignor shall, as each day for the period in question and by dividing such sum by the number of days in such period. BANK - Fleet National Bank and its successors and assigns. BANKRUPTCY CODE - title 11 of the Effective DateUnited States Code. BASE RATE - the rate of interest announced or quoted by Bank from time to time as its prime rate. The prime rate announced by Bank is a reference rate and does not necessarily represent the lowest or best rate charged by Bank. Bank may make loans or other extensions of credit at, above or below its announced prime rate. If the prime rate is discontinued by Bank as a standard, a comparable reference rate designated by Bank as a substitute therefor shall be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under Base Rate. BASE RATE LOAN - a Loan, or portion thereof, during any period in which it bears interest at a rate based upon the Loan Agreement to Base Rate. BOARD OF GOVERNORS - 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 Board of Governors of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateFederal Reserve System. (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 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 Commitments 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 13.4 and 12.5 13.5 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 57.1428571% (ithe “Assignee’s Assigned 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 Amountset forth in Section 1(c). 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 4.4 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 Commitment will be $ $50,000,000. (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)$15,000,000.

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 ), (i) the Commitment and each of the Committed Assignor's Commitment, together with a corresponding portion of the Assignor's outstanding Loans of Assignor and as set forth on Annex I; 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), 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 Pro Rata Share 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 Assignor shall, (i) as of the Effective Date, the Pro Rata Share of the Assignor shall be reduced by an amount equal to _______%, and (ii) 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 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 and 12.5 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 the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment and the Assignor's Commitment will be $ .as set forth on Annex I. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment the Assignee's outstanding Loans will be $ (as such amount may $__________ and the Assignor's outstanding Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, 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 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 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 indemnity rights under the Loan Documents (including rights arising under Article III and Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Agreement 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 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; 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 If Assignor has any Advances outstanding under the Credit Agreement, at or before 1:00 p.m., local time of Assignor, on the Effective Date, Assignee shall pay to Assignor, in immediately available funds, an amount equal to the terms sum of (i) the Transferred Percentage of Assignor’s Advances outstanding (such amount, being hereinafter referred to as the “Assignee’s Principal”); (ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s transferred Principal; and conditions (iii) accruing but unpaid fees and other costs and expenses payable in respect of this Assignment Assignee’s transferred Principal for the period commencing upon each date such unpaid amounts commence accruing, to and Acceptanceincluding the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor hereby sellsshall be deemed to have sold, transfers transferred and assigns assigned to Assignee, and Assignee hereby purchaseswithout recourse, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and Assignor’s Advances outstanding (if applicable) and all related rights and obligations under the Credit Agreement and the Transaction Documents, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 2.1 of the Credit Agreement. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Credit Agreement. Each of the parties to this Assignment Agreement agrees that at any time and Acceptance) an interest from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in (i) order to effect the Commitment purposes of this Assignment Agreement. By executing and each of the Committed Loans of delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Administrative Agent, the Managing Agents and the other Lenders as follows: (iia) all related rightsother than the representation and warranty that it has not created any Lien upon any interest being transferred hereunder, benefitsAssignor makes no representation or warranty and assumes no responsibility with respect to any statements, obligations, liabilities and indemnities of the Assignor under and warranties or representations made by any other Person in or in connection with the Loan Credit Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Credit Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, the Servicer, the Originator, any Obligor or any Affiliate of the Borrower or the performance or observance by the Borrower, the Servicer, the Originator, any Obligor, or any Affiliate of the Borrower of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Credit Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Administrative Agent, any Managing Agent, any 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 and the other Financing Agreements, so that after giving effect thereto, Transaction Documents; (e) Assignee appoints and authorizes the Commitment of Assignee shall be Administrative Agent to take such action as set forth below agent on its behalf and to exercise such powers under the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (Transaction Documents as defined in Section 5 hereof), Assignee shall be a party are delegated to the Loan Agreement Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) Assignee appoints and succeed authorizes NewBridge Bank as its Managing Agent to all of the rights take such action as a managing agent on its behalf and be obligated to perform all of the obligations of a Lender exercise such powers under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal Transaction Documents as are delegated to the Assigned Commitment Amount. Managing Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (g) Assignee agrees that it will perform in accordance with their terms all of the obligations which which, by the terms of the Loan Credit Agreement and the other Transaction Documents, are required to be performed by it as a Lender. It Each party hereto represents and warrants to and agrees with the applicable Managing Agent and the Administrative Agent that it is aware of and will comply with the intent provisions of the parties Credit Agreement, including, without limitation, Sections 2.1, 12.9 and 12.12 thereof. Schedule I hereto that sets forth the revised Commitment of Assignor and the Commitment of Assignor shallAssignee, as of the Effective Datewell as administrative information with respect to Assignee. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, be reduced by an amount equal to the Assigned Commitment Amount AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Assignee hereby covenants 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, agrees 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 date which is one year and one day after the assignment and assumption set forth hereinpayment in full of all senior indebtedness for borrowed money of any Lender, on the Effective Date Assignee’s Commitment it will be $ . (d) After giving effect to the assignment and assumption set forth hereinnot institute against, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by or join any other assignments by Assignor on Person in instituting against, such Lender any bankruptcy, reorganization, arrangement, insolvency or after liquidation proceedings or other similar proceeding under the date hereof)laws of the United States or any state of the United States.

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 hereof 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 6.7 and 12.5 6.8 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 Assigned Obligations [and each of the Committed Loans of Assignor Assigned Commitment] and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan First Lien Financing Agreement and the other Financing AgreementsFirst Lien Documents, so that after giving effect thereto, the Commitment amount[s] of Assigned Obligations [and Assigned Commitment] of each Assignee Party shall be as the product[s] of (x) the percentage set forth below opposite such Assignee Party's name on Part C of SCHEDULE 1 hereto (such percentage, such Assignee Party's "PRO RATA SHARE") and (y) the Pro Rata Share of Assignee shall be ( %) percentAssigned Obligations Amount [or Assigned Commitment Amount, respectively]. (b) With effect on and after the Effective Date (as defined in Section SECTION 5 hereof), each Assignee Party shall be a party to the Loan First Lien Financing Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan First Lien Financing Agreement, including the requirements concerning confidentiality and the payment of indemnificationindemnification [, with a and its Revolving Loan Commitment under and as defined in the First Lien Financing Agreement prior to the Effective Date, if any, shall be increased in an amount equal to the product of (x) its respective Pro Rata Share and (y) the Assigned Commitment AmountCommitment]. Each Assignee Party agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan First Lien Financing Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Loan Commitment of Assignor under and as defined in the First Lien Financing Agreement shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount zero and Assignor shall relinquish all its rights and be released from all its obligations under the Loan Agreement to the extent such obligations have been assumed by AssigneeFirst Lien Financing Agreement; provided, that, PROVIDED that Assignor shall not relinquish its rights under Sections 2.2the First Lien Financing Agreement, 6.4as provided therein, 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 and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Assigned Commitment Amount and each [part of the] [all] 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 (__%) 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 AgreementAgreement and, including to the extent applicable, the other Loan Documents, 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 and the other Loan Documents 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, that Assignor shall not relinquish its rights under Sections 2.2, 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, and the Assignor shall continue to be subject to the confidentiality obligations set forth in Section 15.11 of the Loan Agreement. (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 [Revolving Loan A Commitment] [Revolving Loan A-1 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 [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] of Assignee shall be as set forth below and the Pro Rata Share of Assignee with respect to the [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] shall be ( %) percent, ( %) and ( %), respectively. [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 Term Loans B 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 Term Loans B of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. ] [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 (bexcept as provided in this Assignment and Acceptance) an interest in (i) the Term Loans B-1 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 Term Loans B-1 of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent.] 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 indemnificationrequirement to indemnify Agents, with a Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] [Term Loan B Commitment] [Term Loan B-1 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 LenderLender pursuant to the Loan Agreement. It is the intent of the parties hereto that the Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] [Term Loan B Commitment] [Term Loan B-1 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 . [With effect on and after the Effective Date, Assignee shall be a party to the assignment Loan Agreement and assumption set forth hereinsucceed to all of the rights and be obligated to perform all of the obligations of a Term Loan B Lender under the Loan Agreement, on including the requirements concerning confidentiality and the payment of indemnification, with Term Loans B in an amount equal to the Assigned Term Loans B 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 Term Loan B Lender. It is the intent of the parties hereto that the Term Loans B of Assignor shall, as of the Effective Date Assignee’s Commitment will Date, be $ . (d) After giving effect reduced by an amount equal to the assignment Assigned Term Loans B Amount and assumption set forth hereinAssignor 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, on 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 Assignor’s Commitment Date.] [With effect on and after the Effective Date, 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 Term Loan B-1 Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with Term Loans B-1 in an amount equal to the Assigned Term Loans B-1 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 such amount may a Term Loan B-1 Lender. It is the intent of the parties hereto that the Term Loans B-1 of Assignor shall, as of the Effective Date, be further reduced by any other assignments by Assignor on or after the date hereof).an amount equal to the

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 and Security 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 and Security Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan and Security 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 and Security 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 and Security 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 Article V and 12.5 Section 15.11 of the Loan and Security 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 2.2Paragraphs 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. The parties to each assignment (aother than assignments by a Lender to its Affiliate or an Approved Fund of such Lender or pursuant to Sections 2.09, 2.19 or 9.04(f)) Subject shall execute and deliver to the terms and conditions of this Administrative Agent an Assignment and Acceptance, Assignor hereby sellstogether with a processing and recordation fee of $3,500, transfers provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and assigns recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to Assigneethe Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided after the effective date specified in this each 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 Eligible 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 thereunder shall be a party to this Agreement and, to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under the Loan this Agreement, including the requirements concerning confidentiality and the payment of indemnificationassigning Lender thereunder shall, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all extent of the obligations which interest assigned 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 Agreement case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the extent such obligations have been assumed by Assignee; providedbenefits of SECTIONS 2.15, that2.16, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 2.17 and 12.5 of the Loan Agreement 9.03. with respect to the extent such rights relate to the time facts and circumstances occurring prior to the Effective Date. effective date of such assignment. Upon request, the Borrowers (cat their expense) After giving effect shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights 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 hereofobligations in accordance with Section 9.04(d).

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 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 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 2.23.9, 6.44.1, 6.9, 11.5 4.3 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 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) 1.1. Subject to the terms and conditions of this Assignment and AcceptanceAssignment, (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 AcceptanceAssignment) an interest in (iA) the Commitment and each $ of the Committed Assignor’s Revolving Commitment, together with a Pro Rata portion of the Assignor’s Revolving Loans of Assignor [and LC Obligations] and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan and Security Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment Loan Documents. EXHIBIT E TO 1.2. As 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), the Assignee shall be a party to the Loan and Security Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan and Security 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 and Security Agreement and the other Loan Documents 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 assigned amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan and Security 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 14.2 of the Loan and Security Agreement to the extent such rights relate to the time prior to the Effective DateDate (as defined below). (c) 1.3. After giving effect to the assignment and assumption set forth hereinherein and all other assignments and assumptions to occur concurrently with this assignment and assumption, on the Effective Date the Assignee’s Revolving Commitment will be $ . (d) 1.4. After giving effect to the assignment and assumption set forth hereinherein and all other assignments and assumptions to occur concurrently with this assignment and assumption, on the Effective Date the 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).

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 Combined Commitment [and each the Outstanding Credit Exposure ] 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 Outstanding Credit Exposure 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 Outstanding Credit Exposure 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 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 (i) the Commitment and each ), __% of the Assignor's Commitment, together with a corresponding portion of the Assignor's outstanding Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and (all of the other Financing Agreements, so that after giving effect thereto, foregoing being herein called the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent"ASSIGNED RIGHTS AND OBLIGATIONS"). (b) With effect on and after the Effective Date (as defined in Section 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 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 the Assignee; providedPROVIDED, thatHOWEVER, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.4 or 11.5 and 12.5 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 the Assignee’s 's Commitment will be $ $__________ and the Assignor's Commitment will be $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment the Assignee's outstanding Committed Loans will be $ (as such amount may $__________ and the Assignor's outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Agent, in the form of Exhibit H. Availability - on any date, the amount that Borrowers are entitled to borrow as Revolver Loans on such date, such amount being 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) difference derived when the Commitment and each sum of the Committed principal amount of Revolver Loans then outstanding (including any amounts that Agent or Lenders may have paid for the account of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities Borrowers pursuant to any of the Assignor under Loan Documents and in connection with that have not been reimbursed by Borrowers and any outstanding Settlement Loans) is subtracted from the Loan Agreement and Borrowing Base on such date. If the other Financing Agreementsamount outstanding is equal to or greater than the Borrowing Base, so that after giving effect theretoAvailability is zero. Availability Reserve - on any date of determination thereof, 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 sum of the obligations which by following (without duplication): (i) 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 Inventory Reserve; (ii) an amount equal to all past due rent (including base rent and additional rent), fees or other charges owing at such time by any Obligor to any landlord of any premises where any of the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Collateral is located or 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 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 provisions of any of the Loan Agreement Documents that Agent or any Lender elects to pay for the account of such Obligor in accordance with authority contained in any of the Loan Documents for which Agent or such Lender has not been reimbursed by Borrowers; (iv) the LC Reserve; (v) at any time that an Event of Default exists, any amount received by Agent from the Business Interruption Insurance Assignment and applied to the extent Revolver Loans; (vi) aggregate amount of reserves established by Agent in its reasonable discretion in respect of ACH (automated clearinghouse) transfers or obligations of Borrowers under any Hedging Agreement; (vii) the Customer Deposit Reserve; (viii) all amounts applied as a mandatory prepayment of the Obligations pursuant to Section 4.4 of the Agreement; and (ix) such rights relate additional reserves, in such amounts and with respect to such matters, as Agent in its sole and absolute discretion may elect to impose from time to time. Average Revolver Loan Balance - for any period, the time prior to amount obtained by adding the Effective Dateaggregate of the unpaid balance of Revolver Loans and LC Outstandings 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 - Fleet National Bank. (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 115 "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. Reference is made to (a) Subject the Third Amended and Restated Loan Agreement dated as of _________ __, 2002 (as amended and in effect on the date hereof, the "Agreement"), between CT OPERATING PARTNERSHIP, L.P., the Lenders named therein and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the Lenders and (b) the Agency Agreement dated as of October 2, 2001 (the "Agency Agreement") among the Administrative Agent and each Lender, which is the agreement referenced in the last sentence of Section 13.3 of the Agreement. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to AssigneeAssignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, 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 Agreement, including, without recourse limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and without representation or warranty Loans owing to the Assignor which are outstanding on the Assignment Date, together with (except as provided in this a) interest on the assigned Loans from and after the Assignment Date and Acceptance(b) an interest in the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement and the Agency 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 (x) the Agreement and succeed (y) the Agency Agreement and, in each case, to all the extent of the interests assigned by this Assignment and 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 and the Agency Agreement as of the Assignment Date. 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 Lender under the 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 11.24(2)(e) of the Loan Agreement Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of _______. The Assignor represents and warrants to the extent such rights relate Assignee that the Assignor is the legal and beneficial owner of the Assigned Interest and has not created any adverse interest therein. The Assignor and the Assignee represent and warrant to the time prior each other that they are, respectively, authorized to the Effective Dateexecute and deliver this Assignment and Acceptance. (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 ( %) 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 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 2.23.3, 6.47.5, 6.9, 11.5 8.3 and 12.5 10.14 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 The parties to each assignment shall execute and deliver to the terms and conditions of this Administrative Agent an Assignment and Acceptance, Assignor hereby sells, transfers together ​ with a processing and assigns to Assigneerecordation fee of $5,500, and Assignee hereby purchasesthe assignee, assumes if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ●No Assignment to Borrower, Guarantors, Affiliates or Subsidiaries. No such assignment shall be made to the Borrower, any Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor. ●No Assignment to Natural Persons. No such assignment shall be made to a natural person (or holding company, investment vehicle or trust for, or owned and undertakes operated for the primary benefit of a natural person). ●No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from Assignor, without recourse and without representation or warranty (except as provided after the effective date specified in this each 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 assignee thereunder shall be a party to this Agreement and, to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under the Loan this Agreement, including the requirements concerning confidentiality and the payment of indemnificationassigning Lender thereunder shall, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all extent of the obligations which interest assigned 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 Agreement case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under benefits of Sections 2.2, 6.4, 6.9, 11.5 12.6 and 12.5 of the Loan Agreement 12.15 with respect to the extent such rights relate to the time facts and circumstances occurring prior to the Effective Dateeffective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof. (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) 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 ___% of (iA) the Commitment Commitment, [and each the Revolving Loans] [and 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 and Security 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) b. With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan and Security Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan and Security Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the 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 and Security 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 and Security Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.24.1, 6.4, 6.9, 11.5 4.3 and 12.5 15.10 of the Loan and Security Agreement to the extent such rights relate to the time prior to the Effective Date. (c) c. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) 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, as of the Effective Date (as defined below) 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 Post-Petition Credit Agreement and the other DIP 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 ( %) percentDocuments. (b) With effect on and after the Effective Date (as defined in Section 5 hereof)Date, the Assignee shall be a party to the Loan Post-Petition Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Post-Petition 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 Post-Petition 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 Post-Petition 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 Post-Petition 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 ( one hundred (100%) 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 $ $170,000,000. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $0 (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).