Common use of Assignment and Acceptance Clause in Contracts

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 Assignor the][each Assignor] identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees] hereunder are several and not joint.]6 joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and 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 Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the Assignor identified in item 1 below ([the][each, an] the “Assignor”) ), and [the][each]4 the Assignee identified in item 2 below ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] ’ rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] an “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] any Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] any Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor. 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 2.17(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 [the][anyAssignor/Assignee] Assignorshall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement to the extent not waived by the Administrative Agent in its sole discretion.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is made to the 364-Day Credit Agreement dated as of December 16, 1998 (as amended and in effect on the Effective date hereof, the "Credit Agreement"), among Convergys Corporation, the Lenders named therein, PNC Bank, National Association, NationsBank, N.A. and Citibank, N.A., as 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 purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and is entered into obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date but excluding accrued interest and 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 Assignee shall be a party to and be bound by and between [the][each]3 Assignor identified in item 1 below ([the][eachthe provisions of the Credit Agreement and, an] “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][eachto the extent of the Assigned Interest, an] “Assignee”). [It is understood and agreed that have the rights and obligations of [a Lender thereunder and (ii) the Assignors][the Assignees]5 hereunder are several Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the 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 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not joint.]6 Capitalized terms used but not defined herein shall have already a Lender under the meanings given to them Credit Agreement, an Administrative Questionnaire in the Credit Agreement identified below (form supplied by the “Credit Agreement”)Administrative Agent, receipt of a copy of which is hereby acknowledged duly completed by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached parties hereto are hereby agreed shall pay the fee payable to and incorporated herein by reference and made a part the Administrative Agent pursuant to Section 9.04(b) of this the Credit Agreement. This Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells shall be governed by and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and construed in accordance with the Standard Terms and Conditions and the Credit Agreement, as 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 inserted by the Agent as contemplated below of Assignment (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 to [the][any] Assignor and, except as expressly provided in this "Assignment and Acceptance, without representation or warranty by [the][any] Assignor.Date"):

Assignment and Acceptance. This Assignment Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (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, without representation 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. With effect on and after the Effective Date (as defined in Section 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, 6.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . 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 warranty by [the][any] Assignorafter the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAgreement”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Agreement as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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 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 to [the][any] Assignor and, except as expressly provided in this Assignment and AcceptanceAgreement, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) an interest in (i) the Revolving Commitment [and] [g] each of the Committed Revolving Loans of Assignor [and the Term Loans in the aggregate amount of $ ]; and (ii) all related rights, without representation 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. 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 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 2.3, 6.4, 6.9, 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Assigned Revolving Commitment will be $ . 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 warranty 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 [the][any] Assignorany other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 (iib) 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)] 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 (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is made to the 364-Day Credit Agreement dated as of July 23, 2002 (as amended and in effect on the Effective Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][eachdate hereof, 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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [eachamong The XxXxxx-Xxxx Companies, the] AssigneeInc., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Standard Terms Assignor named below hereby sells and Conditions assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if below, the interests set forth herein below (the “Assigned Interest”) in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells the Assignor’s rights and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and obligations under the Credit Agreement, as including, without limitation, the interests set forth below in the Commitment of the Effective Assignor on the Assignment 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 Revolving Loans, Competitive Loans and 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) Loans owing to the extent permitted Assignor which are outstanding on the Assignment Date, but excluding accrued interest and fees to be assigned under applicable law, all claims, suits, causes of action and any other right of [excluding the Assignment Date. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made 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 AgreementAgreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other documents instrument or instruments delivered document furnished pursuant thereto thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the loan transactions governed thereby performance or in any way based on or related to observance by the Borrower of any of its obligations under the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Credit Agreement or any other instrument or document furnished pursuant hereto or thereto. The Assignee (a) represents and all other claims at law or in equity related warrants that it is legally authorized 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 to [the][any] Assignor and, except as expressly provided in enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 3.03 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without representation reliance upon the Assignor, the Administrative Agent or warranty 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 or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by [the][any] Assignorthe terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(e) of the Credit Agreement.

Assignment and Acceptance. Dated _____________, 20_____ This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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 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 _____________________ 1 For bracketed language here and elsewhere in this form relating 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”Assignor(s). Each such sale and , if the assignment is without recourse to [the][any] Assignor andfrom a single Assignor, except as expressly provided in this Assignment and Acceptancechoose the first bracketed language. If the assignment is from multiple Assignors, without representation or warranty by [the][any] Assignorchoose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ________ ([the][each, an] “the "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 Credit Loan Agreement identified below (as amended, the “Credit "Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (iib) 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)] Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Closing Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Closing Date inserted by the Administrative Agent as contemplated below (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 (iib) 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)] 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 (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Bank 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 identified below (including, without limitation, guarantees 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Bank) 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] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Reference is made to the Four-Year Credit Agreement dated as of August [__], 1999 (as amended and in effect on the date hereof, the "Agreement"), between Washington Mutual, Inc., Aristar, Inc., the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, 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 Acceptance obligations under the Agreement, including the interests set forth below in the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated 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, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Agreement and, to the extent of the interests assigned by this “Assignment and Acceptance”) 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 have 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 Lender thereunder and (ii) the Assignor shall, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty relinquish its rights and be released from its obligations under the 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 2.15(e) of the Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [the][anyAssignee/Assignor] Assignorshall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and AcceptanceAssignment”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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) below, the portion interest in and to all of [the Assignor’s][the respective Assignors’] Assignor’s 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 that represents the amount and percentage interest identified below and (ii) to the extent permitted to be assigned under applicable law, of 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 Assignor’s outstanding rights and obligations sold and assigned pursuant to clause (i) above under the Credit Agreement (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 Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 If 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and has any Advances outstanding under the Credit Agreement, as at or before 1:00 p.m., local time of Assignor, on the Effective Date inserted by Date, Assignee shall pay to Assignor, in immediately available funds, an amount equal to the Agent as contemplated below sum of (i) the portion Transferred Percentage of [Assignor’s Advances outstanding (such amount, being hereinafter referred to as the Assignor’s][the respective Assignors’] “Assignee’s Principal”); (ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s transferred Principal; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s transferred Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, 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 in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 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 order to effect the purposes of this Assignment Agreement. By executing and 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: (a) other than the representation and warranty that it has not created any Lien upon any interest being transferred hereunder, Assignor makes no representation or instruments delivered pursuant thereto identified below warranty and (ii) assumes no responsibility with respect to the extent permitted to be assigned under applicable lawany statements, all claims, suits, causes of action and warranties or representations made by any other right of [the Assignor (Person 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 AgreementAgreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Credit Agreement or any other documents instrument or instruments delivered document furnished pursuant thereto or the loan transactions governed thereby 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 way 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 related not taking action under the Credit Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Administrative Agent to any take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) Assignee appoints and authorizes NewBridge Bank as its Managing Agent to take such action as a managing agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the 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 foregoingobligations which, by the terms of the Credit Agreement and the other Transaction Documents, are required to be performed by it as a Lender. 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 provisions of the Credit Agreement, including, but not limited towithout limitation, contract claimsSections 2.1, tort claims12.9 and 12.12 thereof. Schedule I hereto sets forth the revised Commitment of Assignor and the Commitment of Assignee, malpractice claimsas well as administrative information with respect to Assignee. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, statutory claims AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Assignee hereby covenants and all other claims at law or in equity related agrees that, prior to the rights date which is one year and obligations sold and assigned pursuant to clause (i) above (one day after 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 payment in full of all senior indebtedness for borrowed money of any Lender, it will not institute against, or join any other Person in instituting against, such sale and assignment is without recourse to [the][any] Assignor andLender any bankruptcy, except as expressly provided in this Assignment and Acceptancereorganization, without representation arrangement, insolvency or warranty by [the][any] Assignorliquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert Name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert Name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 below, (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 in respect of the respective Classes identified below (including without limitation any letters of credit and swingline loans included in such Classes), 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)] Lender) against any Personperson, 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] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (iib) 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)] 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 (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below , and is entered into by and between [the][each]3 between][among] [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 the other documents or instruments delivered pursuant thereto Loan Documents 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, participations in Letter of Credit Outstandings and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawLaw, 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 Loan Document 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]6 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 the][each]7 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 Assignees]8 hereunder are several and not joint.]6 joint.]9 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 Loan Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations 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 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 6 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees] hereunder are several and not joint.]6 joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions (“the Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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, 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 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.. CHICAGO/#2690919.4

Assignment and Acceptance. This By executing and delivering an Assignment and Acceptance in accordance with this SECTION 10.06, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (this “Assignment i) such assigning Lender warrants that it is the legal and Acceptance”) is dated as beneficial owner of the Effective Date set forth below interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is entered into by and between [the][each]3 Assignor identified in item 1 below an Eligible Assignee; ([the][each, an] “Assignor”ii) 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 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 except as set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below CLAUSE (i) the portion of [the Assignor’s][the respective Assignors’] rights above, such assigning Lender makes no representation or warranty and obligations assumes no responsibility with respect to any statements, warranties or representations made 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 this Agreement, any of the other documents Loan Documents or instruments delivered any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the loan transactions governed thereby financial condition of the Borrower or in the performance or observance by the Borrower or any way based on or related to Subsidiary of any of its obligations under this Agreement, any of the foregoingother Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, includingthe other Loan Documents, but together with copies of the most recent financial statements delivered pursuant to SECTION 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, any Issuing Lender, the Swingline Lender, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not limited to, contract claims, tort claims, malpractice claims, statutory claims taking action under this Agreement and all the other claims at law Loan Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Agreement or in equity related any other Loan Document as are delegated to the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent by the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (iivii) above being referred such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to herein collectively be performed by it as [the][an] “Assigned Interest”)a Lender. Each Upon execution, delivery, and acceptance of such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this SECTION 10.06, the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not a United States person under SECTION 7701(a)(30) of the Code, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or warranty by [the][any] Assignorwithholding of Taxes in accordance with SECTION 3.01.

Assignment and Acceptance. DATED: [____________] Reference is made to the Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2005 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit Agreement"), among X.X. TOWER CORPORATION, a Michigan corporation (the "Borrower"), as a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and the parent company of the Borrower (the "Parent"), and the subsidiaries of the Borrower signatory thereto (together with the Parent, each a "Guarantor" and collectively the "Guarantors"), JPMORGAN CHASE BANK, N.A., a national banking association ("JPMCB"), each of the other financial institutions from time to time party thereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and Acceptance between the Assignor (this “Assignment as set forth on Schedule I hereto and Acceptance”made a part hereof) and the Assignee (as set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date (as 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 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 set forth in Annex 1 attached on Schedule I hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in fullhereof). For an agreed consideration, [the][each] 1 The Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee without recourse to the Assignor, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject Assignor without recourse to and in accordance with the Standard Terms and Conditions and the Credit AgreementAssignor, as of the Effective Date inserted by Date, an undivided interest (the Agent as contemplated below (i"Assigned Interest") in and to all the portion of [the Assignor’s][the respective Assignors’] Assignor's 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 a principal amount 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 set forth 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.Schedule I.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Reference is made to (a) 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 Assignee named below, and the Assignee hereby purchases and assumes, 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 Acceptance obligations under the Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with (a) interest on the assigned Loans from and after the Assignment Date and (b) 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 Assignee shall be a party to and be bound by the provisions of (x) the Agreement and (y) the Agency Agreement and, in each case, to the extent of the interests assigned by this “Assignment and Acceptance”) 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 have 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 Lender thereunder and (ii) the Assignor shall, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty relinquish its rights and be released from its obligations under the Agreement and the Agency Agreement as of the Assignment Date. This Assignment and Acceptance is being delivered to the 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. The [the][anyAssignee/Assignor] Assignorshall pay the fee payable to the Administrative Agent pursuant to Section 11.24(2)(e) of the 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 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 each other that they are, respectively, authorized to execute and deliver this Assignment and Acceptance.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert Name of Assignee] ([the][each, an] the “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 Credit Loan Agreement identified below (as amended, amended and restated or otherwise modified and in effect from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Agent as contemplated below below, (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (iib) 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)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Reference is made to the Credit Agreement dated as of September 30, 2005 (as amended from time to time, the "Credit Agreement"), ---------------- among Anheuser-Xxxxx Companies, Inc., the Banks named therein and JPMorgan Chase Bank, N.A., as Administrative Agent for said Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, 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 Acceptance obligations under the Credit -------- Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and 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 Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this “Assignment and Acceptance”) 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 have 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 Bank thereunder and (ii) the Assignor shall, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the 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. The [the][anyAssignee/Assignor] Assignor.shall pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the law of the State of New York. Form of Assignment and Acceptance ---------------------------------

Assignment and Acceptance. This By executing and delivering an Assignment and Acceptance in accordance with this Section 10.06, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (this “Assignment i) such assigning Lender warrants that it is the legal and Acceptance”) is dated as beneficial owner of the Effective Date set forth below interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is entered into by and between [the][each]3 Assignor identified in item 1 below an Eligible Assignee; ([the][each, an] “Assignor”ii) 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 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 except as set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below clause (i) the portion of [the Assignor’s][the respective Assignors’] rights above, such assigning Lender makes no representation or warranty and obligations assumes no responsibility with respect to any statements, warranties or representations made 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 this Agreement, any of the other documents Loan Documents or instruments delivered any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the loan transactions governed thereby financial condition of the Borrower or in the performance or observance by the Borrower of any way based on or related to of its obligations under this Agreement, any of the foregoingother Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, includingthe other Loan Documents, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to together with copies of the rights and obligations sold and assigned most recent financial statements delivered pursuant to clause Section 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) above such assignee will independently and without reliance upon the Borrower, the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes each of the rights Administrative Agent and obligations sold the Collateral Agent to take such action on its behalf and assigned to exercise such powers under this Agreement or any other Loan Document as are delegated to each of the Administrative Agent and the Collateral Agent by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (iivii) above being referred such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to herein collectively be performed by it as [the][an] “Assigned Interest”)a Lender. Each Upon execution, delivery, and 83 Loan Agreement acceptance of such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignorthe assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section 10.06(c), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. The assignee shall deliver to the Borrower and the Administrative Agent certification described in Section 3.01(c).

Assignment and Acceptance. This Assignment Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) an interest in (i) the [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 [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 (except 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 requirement to indemnify Agents, with a [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 are required to be performed by it as a Lender pursuant to the Loan Agreement. It is the intent of the parties hereto that the [the][anyRevolving Loan A Commitment] Assignor[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. [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 Lender under the Loan Agreement, 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, be reduced by an amount equal to the Assigned Term Loans B 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.] [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 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 reduced by an amount equal to the

Assignment and Acceptance. This Reference is made to the Letter of Credit and Reimbursement Agreement dated as of July 5, 2000 (as amended and in effect on the date hereof, the "Letter of Credit Agreement"), between XL Capital Ltd, X.L. America, Inc., XL Insurance Ltd, XL Europe Ltd and XL Mid Ocean Reinsurance Ltd, the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Letter of 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 purchases and assumes, 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 Acceptance obligations under the Letter of Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements 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 the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Letter of Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Letter of Credit Agreement and, to the extent of the interests assigned by this “Assignment and Acceptance”) 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 have 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 Lender thereunder and (ii) the Assignor shall, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty relinquish its rights and be released from its obligations under the Letter of Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.07(e) of the Letter of Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Letter of Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [the][anyAssignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Letter of Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. ASSIGNMENT AND ACCEPTANCE Date of Assignment: Legal Name of Assignor.: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("ASSIGNMENT DATE")(1): Principal Amount Assigned -------- Commitment Assigned: $ Fees Assigned (if any): $

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][each, an] the “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 Credit Loan Agreement identified below (as amended, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities) and (iib) 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)] Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]5 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 the][each]6 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 Assignees]7 hereunder are several and not joint.]6 joint.]8 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and 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 Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 Loan Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations 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 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 5 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [the][each]3 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below JPMorgan Chase Bank, N.A. ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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, Guarantees 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance Agreement (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 the][each]1 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 Assignees]2 hereunder are several and not joint.]6 joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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 and Guarantees 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 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. Dated: __________, ______ Reference is made to the Credit Agreement, dated as of June 26, 2000 (as amended, amended and restated, supplemented, modified and in effect from time to time, the "Credit Agreement"), among THE TOPPS COMPANY, INC., a Delaware corporation (the "Borrower"), Topps Enterprises, Inc. ("Topps Enterprises"), the Lenders party thereto (together with their successors and assigns, the "Lenders"), and THE CHASE MANHATTAN BANK, as agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and Acceptance between the Assignor (this “Assignment as set forth on Schedule I hereto and Acceptance”made a part hereof) and the Assignee (as set forth on the said Schedule I ) is dated as of the Assignment Effective Date (as 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”on the said Schedule I). [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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee without recourse to the Assignor, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject Assignor without recourse to and in accordance with the Standard Terms and Conditions and the Credit AgreementAssignor, as of the Assignment Effective Date inserted by Date, an undivided interest (the Agent as contemplated below (i"Assigned Interest") in and to all the portion of [the Assignor’s][the respective Assignors’] Assignor's 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 as are set forth on the said Schedule I (ii) to the extent permitted to be assigned under applicable law"Assigned Facilities"), all claims, suits, causes of action and any other right of [in a principal amount for each Assigned Facility as set forth on the said Schedule I. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made 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 or any other of the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other documents of the Loan Documents or instruments delivered any other instrument or document furnished pursuant thereto thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; [and] (ii) makes no representation or warranty and assumes no responsibility with respect to the loan transactions governed thereby or in any way based on or related to financial condition of the Borrower, Topps Enterprises, any of the foregoingother Subsidiaries of the Borrower or any other obligor of any of their respective obligations under the Credit Agreement or the performance or observance by the Borrower, includingTopps Enterprises, but not limited toor any of the other Subsidiaries of the Borrower of any of their respective obligations under the Credit Agreement, contract claims, tort claims, malpractice claims, statutory claims any of the other Loan Documents or any other instrument or document furnished pursuant thereto; [and all other claims at law or in equity related (iii) attaches the Note held by it (the "Note") evidencing the Assigned Facilities and requests that the Agent exchange the Note for a new note payable to the rights Assignor (if the Assignor has retained any interest in the Assigned Facilities) and obligations sold [or] a new note payable to the Assignee in the [respective] amount(s) which reflect the assignment being made hereby (and assigned pursuant after giving effect to clause any other assignments which have become effective on the Assignment Effective Date)] The Assignee (i) above (the rights represents and obligations sold warrants that it is legally authorized to enter into this Assignment and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) Acceptance and that it is an Eligible Assignee; (ii) above being referred confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to herein collectively Section 5.01 thereof, and such other documents and information as [the][an] “Assigned Interest”)it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor, any other Lender or any other Person 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, any of the other Loan Documents or any other instrument or document furnished pursuant thereto; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in Following the execution of this Assignment and Acceptance, without representation it will be delivered to the Agent, together with a processing and recordation fee of $3,500 for acceptance by it and recording by the Agent pursuant to Section 9.04(b) of the Credit Agreement, effective as of the Assignment Effective Date (which Assignment Effective Date shall be, unless otherwise agreed to by the Agent, at least five Business Days after the execution of this Assignment and Acceptance). Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Assignment Effective Date or warranty accrue subsequent to the Assignment Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments for periods prior to the Assignment Effective Date by [the][any] Assignorthe Agent or with respect to the making of this assignment directly between themselves.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) 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 insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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) below, the portion interest in and to all of [the Assignor’s][the respective Assignors’] Assignor’s 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 that represents the amount and percentage interest identified below and (ii) to the extent permitted to be assigned under applicable law, of 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 Assignor’s outstanding rights and obligations sold and assigned pursuant to clause (i) above under the respective facilities identified below (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 Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Lender) against any Personperson, 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below insert name of Assignee] ([the][each, an] the “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 Amended and Restated Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 below, (i) the all or a portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 Facilities identified below (including, to the extent included in any such Credit Facilities, any Letter of Credit) 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)] 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit and Guaranty Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions for Assignment and Acceptance 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 Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all 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 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 and guarantees 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 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptancethe Credit Agreement, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is made to the Credit Agreement dated as of January 27, 1999 (as amended and in effect on the Effective date hereof, the "Credit Agreement"), among Arch Chemicals, Inc., Xxxx Corporation, the Lenders and Agents named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and is entered into obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and between [the][each]3 Assignor identified in item 1 below 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 ([the][eachi) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, an] “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][eachto the extent of the Assigned Interest, an] “Assignee”). [It is understood and agreed that have the rights and obligations of [a Lender thereunder and (ii) the Assignors][the Assignees]5 hereunder are several Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the 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 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not joint.]6 Capitalized terms used but not defined herein shall have already a Lender under the meanings given to them Credit Agreement, an Administrative Questionnaire in the Credit Agreement identified below (form supplied by the “Credit Agreement”)Administrative Agent, receipt of a copy of which is hereby acknowledged duly completed by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed [Assignee/Assignor] shall pay the fee payable to and incorporated herein by reference and made a part the Administrative Agent pursuant to Section 9.04(b) of this the Credit Agreement. This Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells shall be governed by and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and construed in accordance with the Standard Terms and Conditions and the Credit Agreement, as laws of the Effective Date inserted by the Agent as contemplated below (i) the portion State 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorNew York.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignors and the Assignees hereunder are several and not joint.]6 joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified in items below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and Swing Line loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This Reference is made to the Credit Agreement dated as of August 4, 2003 (as amended from time to time, the "Credit Agreement"), among ---------------- Anheuser-Xxxxx Companies, Inc., the Banks named therein and 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 assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, 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 Acceptance obligations under the Credit -------- Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and 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 Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this “Assignment and Acceptance”) 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 have 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 Bank thereunder and (ii) the Assignor shall, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the 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. The [the][anyAssignee/Assignor] Assignor.shall pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the law of the State of New York. Form of Assignment and Acceptance ---------------------------------

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ____________________ ([the][each, an] the “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 Credit Term Loan Agreement identified below (the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation [letters of credit and] guarantees), and (ii) to the extent permitted to be assigned under applicable lawApplicable 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)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, to contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity equity, related to the rights and obligations sold and assigned pursuant to clause Subsection (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses Subsections (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Reference is made to the Credit Agreement dated as of August 24, 2000 (as amended to date, the "CREDIT AGREEMENT"), between Salem Communications Corporation and the Lenders named in the Credit Agreement for whom ING (U.S.) Capital LLC is the Administrative Agent. Terms defined in the Credit Agreement are used in this Assignment and Acceptance (this “Assignment with the same meanings. The Assignor named below hereby sells and Acceptance”) is dated assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective Assignment Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below, the interests set forth below ([the][eachthe "ASSIGNED INTEREST") in the Assignor's rights and obligations under the Credit Agreement, an] “Assignor”including the Obligations set forth below, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Basic Documents. From and after the Assignment Date (i) the Assignee shall be a party to and [the][each]4 Assignee identified in item 2 below ([the][eachbe bound by the provisions of the Credit Agreement and, an] “Assignee”). [It is understood and agreed that to the extent of the Assigned Interest, have the rights and obligations of [a Lender under the Assignors][the Assignees]5 hereunder are several Basic Documents and not joint.]6 Capitalized terms used but not defined herein shall have (ii) the meanings given Assignor shall, to them in the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Basic Documents. This Assignment and Acceptance is being delivered to the Administrative Agent together with, if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 4.04(e) of the Credit Agreement identified below (Agreement, duly completed and executed by the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed [Assignee/Assignor] shall pay the fee payable to and incorporated herein by reference and made a part the Administrative Agent pursuant to Section 10.06(b) of this the Credit Agreement. This Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells shall be governed by and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and construed in accordance with the Standard Terms and Conditions and the Credit Agreement, as laws of the Effective Date inserted by State of New York applicable to contracts made and performed in the Agent as contemplated below (i) the portion State 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] AssignorNew York.

Assignment and Acceptance. This Assignment and Acceptance Assumption (this “the "Assignment and Acceptance”Assumption") 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 Insert name of Assignor] ([the][each, an] “the "Assignor”") and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] “the "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 Credit Agreement identified below (as amended, the “"Credit Agreement”"), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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) below, the portion interest in and to all of [the Assignor’s][the respective Assignors’] Assignor's rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (ii) including without limitation any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 (ithereby) 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 Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This By executing and delivering an Assignment and Acceptance in accordance with this Section 11.06, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (this “Assignment i) such assigning Lender warrants that it is the legal and Acceptance”) is dated as beneficial owner of the Effective Date set forth below interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is entered into by and between [the][each]3 Assignor identified in item 1 below an Eligible Assignee; ([the][each, an] “Assignor”ii) 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 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 except as set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below clause (i) the portion of [the Assignor’s][the respective Assignors’] rights above, such assigning Lender makes no representation or warranty and obligations assumes no responsibility with respect to any statements, warranties or representations made 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 this Agreement, any of the other documents Loan Documents or instruments delivered any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the loan transactions governed thereby financial condition of the Facility Parties or in the performance or observance by any way based on or related to Facility Party of any of its obligations under this Agreement, any of the foregoingother Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, includingthe other Loan Documents, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to together with copies of the rights and obligations sold and assigned most recent financial statements delivered pursuant to clause Section 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) above such assignee will independently and without reliance upon the Agent, the Collateral Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and [Warehouse Loan Agreement] authorizes each of the rights Agent and obligations sold the Collateral Agent to take such action on its behalf and assigned to exercise such powers under this Agreement or any other Loan Document as are delegated to each of the Agent and the Collateral Agent by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (iivii) above being referred such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to herein collectively be performed by it as [the][an] “Assigned Interest”)a Lender. Each Upon execution, delivery, and acceptance of such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section 11.06(c), the assignor, the Agent and the Facility Parties shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. In addition, the assignee shall deliver to the Borrower and the Agent certification as to exemption from deduction or warranty by [the][any] Assignorwithholding of Taxes in accordance with Section 3.01.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.. _____________________________

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below [ ] ([the][each, an] the “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 that certain Note Agreement dated as of November [ ], 2009 (as the Credit Agreement identified below same may be amended, modified or supplemented from time to time, the “Note Agreement”) by and among Endeavour International Corporation (the “Credit AgreementCompany”), certain subsidiaries of the Company as Guarantors and the persons named therein as Noteholders, receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns assigns, without recourse, to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes assumes, without recourse, from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit AgreementAssignor, as of the Effective Date inserted by as set forth below $[ ]1 principal amount of 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 Notes issued 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 Note Agreement (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”)) and all of the Assignor’s rights and obligations under the Note Agreement and the other Subordinated Debt Documents to which the Assignor is a party to the extent of the Assigned Interest. Each such sale The attached schedule hereto contains all contact information, address, account and assignment is without recourse other administrative information relating to [the][any] Assignor andthe Assignee. This Assignment shall be binding upon, except as expressly provided and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS ASSIGNMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THEY ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. Effective Date: [ ] 1 Minimum amount and Acceptance, without representation or warranty by [the][any] Assignormultiples of $250,000.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the] [each] Assignor identified in item Item 1 below ([the][eachthe] [each, an] “Assignor”) and [the][each]4 the] [each] Assignee identified in item Item 2 below ([the][eachthe] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 Assignors] [the Assignees] hereunder are several and not joint.]6 joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][eachthe] [each] Assignor hereby irrevocably sells and assigns to [the Assignee][the Assignee] [the respective Assignees], and [the][eachthe] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all of [the Assignor’s][the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Term Lender][their Lender] [their respective capacities as Term 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 Term Lender)][the 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][anythe] [any] Assignor to [the][anythe] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as as, [the][anthe] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][anythe] [any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][anythe] [any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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) the portion interest in and to all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents 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, 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ___________________________] ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 (iib) 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)] 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 (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ____________________ ([the][each, an] the “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 Credit Construction Loan Agreement identified below (the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation [letters of credit and] guarantees), 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)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, to contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity equity, related to the rights and obligations sold and assigned pursuant to clause Subsection (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses Subsections (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion of [Assignor hereby sells, transfers and assigns to 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 Assignee, and (ii) to the extent permitted to be assigned under applicable lawAssignee hereby purchases, all claimsassumes and undertakes from the Assignor, 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) ______% (the "Assignee's Percentage Share") of (A) the Commitment and the Loans of the Assignor and (B) all related rights, without representation or warranty benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. [If appropriate, add paragraph specifying payment to Assignor by [the][anyAssignee of outstanding principal of, accrued interest on, and fees with respect to, Loans assigned.] Assignor73 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitments of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 12.4 and 12.5 of the Credit Agreement to the extent such rights relate to the time prior to the Effective Date.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]3 the Assignor identified in item 1 below ([the][each, an] the “Assignor”) and [the][each]4 the Assignee identified in item 2 below ([the][each, an] the “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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below __________, and is entered into by and between [the][each]3 between] [among] [the] [each] 1 Assignor identified in item 1 below ([the][eachthe] [each, an] “Assignor”) and [the][each]4 the] [each]2 Assignee identified in item 2 below ([the][eachthe] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 Assignors] [the Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][eachthe] each] Assignor hereby irrevocably sells and assigns to [the Assignee][the Assignee] [the respective Assignees], and [the][eachthe] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the portion all of [the Assignor’s][the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Term Revolving Lender][their respective capacities as Revolving Lenders] [its capacity as a FILO Lender] [their respective capacities as FILO Lenders] [its capacity as an ABL Term Lender] [their respective capacities as ABL Term Lenders] under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents 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, participations in Letter of Credit Outstandings and Swingline Loans included in such facilities)]5 and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the Revolving Lender)] [the respective Assignors (in their respective capacities as Revolving Lenders)] [the Assignor (in its capacity as a FILO Lender)] [the respective Assignors (in their respective capacities as FILO Lenders)] [the Assignor (in its capacity as an ABL Term Lender)] [the respective Assignors (in their respective capacities as ABL 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 Loan Document 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 1 For bracketed language here and elsewhere in equity related this form relating to the rights and obligations sold and assigned pursuant to clause (i) above (Assignor(s), if 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 to [the][any] Assignor andfrom a single Assignor, except as expressly provided in this Assignment and Acceptancechoose the first bracketed language. If the assignment is from multiple Assignors, without representation or warranty by [the][any] Assignorchoose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [the][each]3 Assignor identified in item 1 below INSERT NAME OF ASSIGNOR] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below INSERT NAMES OF ASSIGNEE(S)] ([the][each, an] the “AssigneeAssignee[s]”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 Assignees hereunder are several and not joint.]6 joint]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as may be amended from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and 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 Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]the][each] Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 below, (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Lender) against any Personperson, 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the Assignor identified in item 1 below ([the][each, an] the “Assignor”) and [the][each]4 the Assignee identified in item 2 below ([the][each, an] the “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 Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Lender) against any Personperson, 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] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion of [Assignor hereby sells, transfers and assigns to 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 Assignee, and (ii) to the extent permitted to be assigned under applicable lawAssignee hereby purchases, all claimsassumes and undertakes from the Assignor, 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) ___% (the “Assignee’s Percentage Share”) of (a) the Commitment of the Assignor, without representation or warranty and (b) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, with a SMRH:4838-5569-6023.10 C-3 Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Lender under the Credit Agreement. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by [the][any] an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided that the Assignor shall not relinquish its rights under Sections 12.2 (Reimbursement and Expenses) and 12.3 (Indemnity) 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 acceptance set forth herein, on the Effective Date the Assignor’s Commitment will be $__________ (an amount equal to ____% of the Revolving Commitment). (d) After giving effect to the assignment and acceptance set forth herein, on the Effective Date the Assignee’s Commitment will be $__________(an amount equal to ____% of the Revolving Commitment). 2.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (except as expressly 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, without representation 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. 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. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . 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 warranty by [the][any] Assignorafter the date hereof).

Assignment and Acceptance. This Assignment Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (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, without representation 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. 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 2.1, 6.4, 6.8 and 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . 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 warranty by [the][any] Assignorafter the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [the][each]3 the Assignor identified in item 1 below ([the][each, an] “Assignor”as defined below) and [the][each]4 the Assignee identified in item 2 below ([the][each, an] “Assignee”as defined below). [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 First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the First Lien 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 Facility identified below (including without limitation any Letters of Credit and Swingline Loans included in such Facility) 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)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the First Lien 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] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Lender) against any Personperson, 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is made to the Class A-L Loan Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the Effective Date set forth below “Class A-L Loan Agreement”) among Owl Rock CLO VIII, LLC, a Delaware limited liability company (the “Borrower”), the Class A-L Lenders party thereto (the “Lenders”) and is State Street Bank and Trust Company, as loan agent (the “Loan Agent”), relating to the Class A-L Loan made thereunder and secured under the Indenture and Security Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the “Indenture”), entered into by the Borrower and between [the][each]3 State Street Bank and Trust Company, as collateral trustee (together with any successor under the Indenture, the “Collateral Trustee”). Terms used but not defined herein have the respective meanings given to such terms in (or incorporated by reference in) the Class A-L Loan Agreement. The Assignor identified in item 1 below named on the signature pages hereof ([the][each, an] the “Assignor”) hereby sells and [the][each]4 assigns to the Assignee identified in item 2 below named on the signature pages hereof ([the][each, an] the “Assignee”), and the Assignee hereby purchases and assumes from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Class A-L Loan Agreement, including, without limitation, the interests set forth below in the Class A-L Loan held by (and outstanding principal amount of the Class A-L Loan held by) the Assignor on the Assignment Date. [It is understood The Assignee hereby acknowledges receipt of a copy of the Class A-L Loan Agreement and agreed that the Indenture. From and after the Assignment Date (A) the Assignee shall be a party to and be bound by the provisions of the Class A-L Loan Agreement and, to the extent of the Assigned Interest, have the rights and obligations of [a Lender thereunder and (B) the Assignors][the Assignees]5 hereunder are several Assignor shall, to the extent of the Assigned Interest, relinquish its rights and not joint.]6 Capitalized terms used but not defined herein shall have be released from its obligations under the meanings given to them in the Credit Agreement identified below (the “Credit Class A-L Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells represents and assigns warrants to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementthat, as of the Effective Date inserted by Assignment Date, the Agent as contemplated below (i) Assignor owns the portion Assigned Interest free and clear 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 lien or other documents or instruments delivered pursuant thereto identified below and (ii) encumbrance. The Assignee hereby makes to the extent permitted Assignor, the Borrower, the Collateral Manager, and the Collateral Trustee all of the representations and warranties, and agrees 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 comply 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 applicable covenants of the foregoingClass A-L Lenders, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or set forth in equity related to Section 3.02 of 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”)Class A-L Loan Agreement. Each such sale of the parties hereby covenants and assignment agrees that so long as the Assignee is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.a registered Lender:

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from [the Assignor][the respective Assignors]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) 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 to [the][any] Assignor and, and without representation or warranty (except as expressly 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, without representation 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. 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, 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . 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 warranty by [the][any] Assignorafter the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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] the “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][each, an] the “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 Credit Loan Agreement identified below (as amended, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (iib) 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)] Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Effective as of the Seventh Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 of this Seventh Amendment (and, for the avoidance of doubt, after giving effect to the effectiveness of that certain Assignment and Acceptance (this “Assignment by and Acceptance”) is between Credit Suisse AG, New York Branch, as assignor, and Xxxxx Fargo Bank, National Association, as assignee, dated effective as of the Effective Date set forth below date hereof): (a) each Lender has, in consultation with the Borrower, agreed to reallocate its respective Commitment; and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][eachb) for an agreed consideration, an] each Lender (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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]each other Lender (each, an “Assignee”), and [the][each] such Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to Exhibit A) and the Credit Agreement, as of the Seventh Amendment Effective Date inserted by Date, immediately prior to giving effect to the Agent as contemplated below terms of Section 2 of this Seventh Amendment, (i) the portion all of [the Assignor’s][the respective Assignors’] such Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and the other Credit Documents and any other documents or instruments delivered pursuant thereto identified below thereto, in each case, to the extent related to an amount and percentage interest of all of such outstanding rights and obligations of such Assignor under the Credit Agreement (including any participations in L/C Obligations), to the extent necessary so that, after giving effect thereto, each Lender shall have the Elected Commitment Amount and Revolving Commitment Percentage set forth for such Lender on Schedule 1.1(a) attached to this Seventh Amendment, which Schedule 1.1(a) supersedes and replaces Schedule 1.1(a) to the Credit Agreement (and Schedule 1.1(a) to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule 1.1(a) attached hereto); 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 Lenders (each in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] 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, LEGAL_US_W # 119262901.9 including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”; and the sales and assignments and purchases and assumptions of the Assigned Interests described in this clause (b) being referred to herein collectively as the “Assignment and Reallocation”). Each such Such sale and assignment is without recourse to [the][any] any Assignor and, except as expressly provided in this Assignment and AcceptanceSection 3, without representation or warranty by [the][any] any Assignor. Each of the Administrative Agent, each Letter of Credit Issuer, each Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation. With respect to the Assignment and Reallocation, each Lender shall be deemed to have sold and assigned its Assigned Interest, and each Lender shall be deemed to have acquired such Assigned Interest pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit A to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each Lender shall be an “Assignee”, (ii) each Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Seventh Amendment Effective Date as defined herein. On the Seventh Amendment Effective Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 13.6(b)(v), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding anything to the contrary in Section 13.6(b)(ii)(C), no Lender shall be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Dated __________, ____ Reference is made to the Senior Secured Superpriority Debtor-In-Possession Credit Agreement, 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][eachSeptember 24, an2020] “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 Credit Agreement identified below (the “Credit Agreement”, the capitalized terms defined therein being used herein as therein defined), receipt among Valaris plc, as the Lead Borrower, any Subsidiary of Valaris plc that becomes a copy Borrower in accordance with Section 2.15 of which is hereby acknowledged by [eachthe Credit Agreement, the] the DIP Lenders from time to time parties thereto and Wilmington Savings Fund Society, FSB, as DIP Agent. _________________________ (the “Assignor”) and __________________ (the “Assignee. ”) agree as follows: The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, without recourse, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject an interest in and to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as all of the Effective Date inserted by the Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] under the Credit Agreement and the other Loan Documents as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After giving effect to such sale and assignment, the Assignee’s and Assignor’s respective Commitments and the respective amounts of the DIP Loans owing to the Assignee and Assignor will be as set forth in Section 2 of Schedule 1. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any other documents or instruments delivered pursuant thereto identified below and adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the extent permitted to be assigned under applicable lawany statements, all claims, suits, causes of action and any other right of [the Assignor (warranties or representations made 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, the other Loan Documents or any other documents instrument or instruments delivered document furnished pursuant thereto or in connection therewith, the loan transactions governed thereby perfection, existence, sufficiency or in value of any way based on Collateral, guaranty or related to insurance or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law Loan Documents or any other instrument or document furnished pursuant thereto or in equity related connection therewith; (iii) makes no representation or warranty and assumes no responsibility with respect to the rights financial condition of any Borrower or any other Person or the performance or observance by any Borrower or any other Person of any of its respective obligations under the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or in connection therewith; and obligations sold (iv) attaches the Note (if any) held by the Assignor and assigned pursuant requests that the DIP Agent exchange such Note for a new Note payable to clause the order of the Assignee in an amount equal to the Commitment of the Assignee after giving effect to this Assignment and Acceptance or new Notes payable to the order of the Assignee in an amount equal to the Commitment of the Assignee after giving effect to this Assignment and Acceptance and the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto. The Assignee attaches the Note (if any) held by it and (i) above confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.04 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the DIP Agent, the DIP Lenders or the Assignor 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, any of the other Loan Documents or any other instrument or document; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the DIP Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the DIP Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a DIP Lender. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee and the Lead Borrower (provided no Event of Default is continuing), this Assignment and Acceptance will be delivered to the DIP Agent for acceptance and recording by the DIP Agent. The effective date of this Assignment and Acceptance (the rights “Effective Date”) shall be the date of acceptance thereof by the DIP Agent, unless otherwise specified on Schedule 1 hereto. Upon such acceptance and obligations sold and assigned recording by [the][any] Assignor to [the][any] Assignee pursuant to clauses the DIP Agent, as of the Effective Date, (i) and (ii) above being referred the Assignee shall be a party to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor the Credit Agreement and, except as expressly to the extent provided in this Assignment and Acceptance, without representation or warranty have the rights and obligations of a DIP Lender thereunder and under the other Loan Documents and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and under the other Loan Documents. Upon such acceptance and recording by [the][any] Assignorthe DIP Agent, from and after the Effective Date, the DIP Agent shall make all payments under the Credit Agreement and the other Loan Documents in respect of the interest assigned hereby (including all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents for periods prior to the Effective Date directly between themselves. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by facsimile shall be as effective as delivery of a manually executed counterpart of this Assignment and Acceptance.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 1 For bracketed language here and elsewhere in this form relating to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”the Assignor(s). Each such sale and , if the assignment is without recourse to [the][any] Assignor andfrom a single Assignor, except as expressly provided in this Assignment and Acceptancechoose the first bracketed language. If the assignment is from multiple Assignors, without representation or warranty by [the][any] Assignorchoose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) 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 insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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) below, the portion interest in and to all of [the Assignor’s][the respective Assignors’] Assignor’s 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 that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (ii) including, 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 included in any way based on or related to any such facilities and Letters 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 (iCredit) 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 Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This By executing and delivering an Assignment and Acceptance in accordance with this SECTION 10.06, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (this “Assignment i) such assigning Lender warrants that it is the legal and Acceptance”) is dated as beneficial owner of the Effective Date set forth below interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is entered into by and between [the][each]3 Assignor identified in item 1 below an Eligible Assignee; ([the][each, an] “Assignor”ii) 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 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 except as set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below CLAUSE (i) the portion of [the Assignor’s][the respective Assignors’] rights above, such assigning Lender makes no representation or warranty and obligations assumes no responsibility with respect to any statements, warranties or representations made 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 this Agreement, any of the other documents Loan Documents or instruments delivered any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the loan transactions governed thereby financial condition of the Borrower or in the performance or observance by the Borrower or any way based on or related to Subsidiary of any of its obligations under this Agreement, any of the foregoingother Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, includingthe other Loan Documents, but together with copies of the most recent financial statements delivered pursuant to SECTION 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Swingline Lender, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not limited to, contract claims, tort claims, malpractice claims, statutory claims taking action under this Agreement and all the other claims at law Loan Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Agreement or in equity related any other Loan Document as are delegated to the rights and obligations sold and assigned pursuant to clause (i) above (Administrative Agent by the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (iivii) above being referred such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to herein collectively be performed by it as [the][an] “Assigned Interest”)a Lender. Each Upon execution, delivery, and acceptance of such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this SECTION 10.06, the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not a United States person under Section 7701(a)(30) of the Code, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or warranty by [the][any] Assignorwithholding of Taxes in accordance with SECTION 3.01.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] (i) Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 lawAssignee hereby purchases, all claimsassumes and undertakes from Assignor, 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) an interest in (A) the Commitment and each of the Committed Loans of Assignor and (B) all related rights, without representation benefits, obligations, *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. liabilities and indemnities of Assignor under and in connection with the Loan Agreement and the other agreements, documents and instruments referred to therein or warranty by [the][any] Assignorat any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”), so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee shall be percent ( %).

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]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 portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees 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 Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Lender) against any Personperson, 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, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignors and the Assignees hereunder are several and not joint.]6 joint. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified in items below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, thethe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion all 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any Letters of Credit, guarantees, and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Assignment and Acceptance. This By executing and delivering an Assignment and Acceptance in accordance with this SECTION 10.06, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (this “Assignment i) such assigning Lender warrants that it is the legal and Acceptance”) is dated as beneficial owner of the Effective Date set forth below interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is entered into by and between [the][each]3 Assignor identified in item 1 below an Eligible Assignee; ([the][each, an] “Assignor”ii) 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 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 except as set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below CLAUSE (i) the portion of [the Assignor’s][the respective Assignors’] rights above, such assigning Lender makes no representation or warranty and obligations assumes no responsibility with respect to any statements, warranties or representations made 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 this Agreement, any of the other documents Senior Finance Documents or instruments delivered any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Senior Finance Documents or any other instrument or document furnished pursuant hereto or thereto or the loan transactions governed thereby financial condition of the Credit Parties or in the performance or observance by any way based on or related to Credit Party of any of its obligations under this Agreement, any of the foregoingother Senior Finance Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, includingthe other Senior Finance Documents, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to together with copies of the rights and obligations sold and assigned most recent financial statements delivered pursuant to clause SECTION 6.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) above such assignee will independently and without reliance upon either Administrative Agent, any Issuing Lender, any Swingline Lender, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Senior Finance Documents; (vi) such assignee appoints and authorizes each of the rights Administrative Agents and obligations sold the Collateral Agents to take such action on its behalf and assigned to exercise such powers under this Agreement or any other Senior Finance Document as are delegated to such Persons by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) the terms hereof or thereof, together with such -174- powers as are reasonably incidental thereto; and (iivii) above being referred such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Senior Finance Documents are required to herein collectively be performed by it as [the][an] “Assigned Interest”)a Lender. Each Upon execution, delivery, and acceptance of such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this SECTION 10.06(c), the assignor, the relevant Administrative Agent and the Credit Parties shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. In the case of an assignment of U.S. Revolving Commitments or warranty by [the][any] AssignorTerm B Loans, if the assignee is not a "United States person" under Section 7701(a)(30) of the Code, it shall deliver to the U.S. Borrower and the relevant Administrative Agent forms and certificates in accordance with SECTION 3.01. In addition, if applicable, the assignee shall deliver to the relevant Administrative Agent the information referred to in SECTION 10.22.

Assignment and Acceptance. This Assignment Reference is made to the Amended and Acceptance (this “Assignment and Acceptance”) is Restated Credit Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, modified or supplemented from time to time, and in effect on the Effective Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][eachdate hereof, 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 Credit Agreement identified below (the “Credit Agreement”), among Cambrex Corporation, the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto and Xxxxx 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 purchases and assumes, 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 Credit Agreement, including the interests set forth below in the Revolving Credit Commitment, if applicable, of the Assignor on the Assignment Date and 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 which is hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of . From and after the Effective Assignment Date inserted by the Agent as contemplated below (i) the portion Assignee shall be a party to and be bound by the provisions 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) and, 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 interests 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 to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the 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. Exhibit A Form of Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Principal Amount Facility Assigned 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: Exhibit A Form of Assignment and Acceptance The undersigned hereby consent to the within assignment:1 [NAME OF ASSIGNOR], as Assignor By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swingline Lender and as an Issuing Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., By: Name: Title: 1 Consents to be included to the extent required by Section 10.04(b) of the Credit Agreement. Exhibit A Form of Assignment and Acceptance EXHIBIT B [Form of Security and Pledge Agreement] [ATTACHED] Exhibit B Form of Security and Pledge Agreement EXHIBIT C [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT This GUARANTEE ASSUMPTION AGREEMENT (this “Agreement”) dated as of ______________, 20__ by [the][any] AssignorNAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _______________ (the “Additional Subsidiary Guarantor”), is made in favor of Xxxxx 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 Amended and Restated Credit Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, modified or supplemented and in effect from time to time, the “Credit Agreement”).

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 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]5 Assignors] [the Assignees]3 hereunder are several and not joint.]6 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][eachthe] [each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a [Revolving Lender] [Term Lender][their respective capacities as [Revolving Lenders] [Term Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto [(including, without limitation, participations in L/C Obligations and Swingline Advances included in such facilities5)] identified below and (ii) to the extent 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 [Revolving Lender] [Term Lender)][the Lender])][the respective Assignors (in their respective capacities as [Revolving Lenders] [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][anythe] [any] Assignor 1 For bracketed language here and elsewhere in this form relating to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”the Assignor(s). Each such sale and , if the assignment is without recourse to [the][any] Assignor andfrom a single Assignor, except as expressly provided in this Assignment and Acceptancechoose the first bracketed language. If the assignment is from multiple Assignors, without representation or warranty by [the][any] Assignorchoose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and the [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit Loan Agreement identified below (as amended, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions for Assignment and Acceptance set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ia) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Loan Agreement identified below (including without limitation any guarantees included in such facilities) and (iib) to the extent permitted to be assigned under applicable lawApplicable 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)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan 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 (ia) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (ia) and (iib) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) 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 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, [the][each] (i) Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the 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 lawAssignee hereby purchases, all claimsassumes and undertakes from Assignor, 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 to [the][any] Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) an interest in (A) the Commitment and *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. each of the Committed Loans of Assignor and (B) all related rights, without representation benefits, obligations, liabilities and indemnities of Assignor under and in connection with the Loan Agreement and the other agreements, documents and instruments referred to therein or warranty by [the][any] Assignorat any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”), so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee shall be percent ( %).

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]4 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “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 Credit First Amended and Restated Loan Agreement identified below (as amended, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the portion of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Revolving Commitment (as defined in the Loan Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] the Assignor.