Common use of Assignment and Acceptance Clause in Contracts

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each Assignor] identified in item 1 below [the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentwithout representation or warranty by [the][any] Assignor. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 hereunder are several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Term Lender][their respective capacities as Term Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Term Lender)][the respective Assignors (in their respective capacities as Term Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentwithout representation or warranty by [the][any] Assignor. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in 23.80% of (iA) the Commitment and each Loan of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their the applicable terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment outstanding Loan of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment 's portion of the Loan will be $ equal to the Assigned Amount. (d) After As of the Effective Date, after giving effect to the assignment and assumption set forth hereinherein and all other assignments and assumptions relative to the Loan effective as of such date, on the Effective Date Assignor’s Commitment 's portion of the Loan will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$31,500,000.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe “Assignee’s Percentage Share”) of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s Commitment will be $ $__________; and (ii) the principal amount of the Assignee’s aggregate outstanding Committed Loans will be $_______________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s Commitment will be $ $__________; and (as such ii) the principal amount may of the Assignor’s aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_______________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.9 and 12.5 6.10 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be Dollars ($ ). (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be Dollars ($ ) (as such amount may be further reduced by any other assignments assignment by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment Agreement”) Subject is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAgreement as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse and to [the][any] Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentby [the][any] Assignor. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in _______% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2Paragraphs 2.11, 6.42.18, 6.913.2, 11.5 13.14 and 12.5 13.17 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ $_________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation representa­tion or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $_________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (ai) Subject to the terms and conditions of this Assignment and Acceptance, 1. Assignor hereby sells, transfers and assigns to Assignee, and 2. Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth below and the Pro Rata Share of Assignee shall be ( (__%) percent and the Pro Rata Share of Assignor shall be (__%) percent. (bii) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.4 and 12.5 6.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (ciii) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (div) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be Dollars ($ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the corresponding Revolving Loans,] [and ----- the Swingline Commitment [and the corresponding Swingline Loans]] of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Revolving Loans [and Swingline Loans] assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereofherein), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank [and the Swingline Bank] under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment [and the Swingline Commitment] in an [aggregate] amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank [and the Swingline Bank]. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced pro rata by an amount equal to the Assigned Amount relating thereto [and the Swingline Commitment Amount shall be entirely assumed by the Assignee,] and the Assignor shall relinquish its rights (except its rights with respect to indemnification or compensation arising out of an event occurring before the Effective Date) and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________[, and the Assignee's Swingline Commitment will be $__________]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may $__________[, and the Assignor's Swingline Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$0].

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Commitment will be $ $__________ ; and (ii) the principal amount of the Assignee's aggregate outstanding Committed Loans will be $_______________ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Commitment will be $ $__________ ; and (as such ii) the principal amount may of the Assignor's aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$_______________ .

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Revolving Commitment and [and] [g] each of the Committed Revolving Loans of Assignor [and the Term Loans in the aggregate amount of $ ]; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Revolving Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee (A) with respect to Revolving Loans shall be ( %) percent and (B) with respect to Term Loans shall be ( %) percent. (b) . With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a the Revolving Commitment in an amount equal to the Assigned Revolving Commitment Amount and the Term Loans in an amount equal to the Assigned Term Loan Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that (a) the Revolving Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Revolving Commitment Amount and (b) the Term Loans of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Term Loan Amount, and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.4, 6.9, 11.5 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Assigned Revolving Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Revolving Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof). After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Assigned Term Loan Amount will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Agreement: (i) the Assignor hereby sells, transfers and assigns to Assignee, the Assignee and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each Agreement), [P]$______ of the Committed Loans Assignor’s [Dollar] [Peso] Commitment, together with a corresponding portion of Assignor the Assignor’s outstanding [Dollar] [Peso] Loans, and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement (all of the foregoing being herein called the “Assigned Rights and Obligations”). [For the other Financing Agreementspurpose of clarification, so that after giving effect theretoif this assignment is for less than all of the Assignor’s Dollar Loans and both LIBOR Loans and Base Rate Loans are outstanding, then this assignment is an assignment of the Commitment of Assignee shall be as set forth below Assignor’s LIBOR Loans and the Pro Rata Share of Assignee shall be ( %) percentBase Rate Loans on a pro rata basis.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof5), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will shall perform in accordance with their terms all of the obligations which that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such rights and obligations have been assumed by the Assignee; provided, that, provided that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Article III or Section 10.4 or 10.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to before the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s [Dollar] [Peso] Commitment will be $ [P]$__________ and the Assignor’s [Dollar] [Peso] Commitment will be [P]$__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s outstanding Dollar Loans will be $__________, the Assignee’s outstanding Peso Loans will be P$__________, the Assignor’s Commitment outstanding Dollar Loans will be $ (as such amount may $__________, and the Assignor’s outstanding Peso Loans will be further reduced by any other assignments by Assignor on or after the date hereof)P$__________.

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in , without representation or warranty by the Assignor. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Commitment and each Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Committed Loans of Assignor Credit Agreement, duly completed and executed by the Assignee, and (ii) all related rights, benefits, obligations, liabilities and indemnities of if the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of is not already a Lender under the Loan Credit Agreement, including an Administrative Questionnaire in the requirements concerning confidentiality and form supplied by the payment of indemnificationAdministrative Agent, with a Commitment in an amount equal duly completed by the Assignee. The [Assignor/Assignee] shall pay the fee payable to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all Administrative Agent pursuant to Section 10.04(b) of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed not waived by Assignee; provided, that, Assignor shall not relinquish the Administrative Agent in its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Datesole discretion. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”), and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignors’ rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Credit Facility or Credit Facilities set forth below (including, without limitation, any Letters of Credit or Swingline Loans thereunder), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as Lender with respect to such Credit Facilities) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to any Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced without representation or warranty by any other assignments by Assignor on or after the date hereof)Assignor.

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

Assignment and Acceptance. (a) Subject Pursuant to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all Section 7.03(a) of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shallPurchase Agreement, as of the Effective Date, be reduced BMO hereby sells and assigns absolutely to Fairway, and Fairway hereby purchases from BMO, all Receivable Interests in the Pool Receivables owned by BMO on the Effective Date (the “Assigned Rights”). (b) For the avoidance of doubt, no rights (other than the Assigned Rights) or obligations of BMO as a Bank or Purchaser Agent are being assigned or assumed under this Section 2. (c) (i) The Seller hereby consents to the sale and assignment by BMO of the Assigned Rights to Fairway pursuant to Section 7.03(a) of the Purchase Agreement. Each of the Purchaser Agents, the Administrative Agent and the Seller hereby acknowledges and agrees that this Agreement constitutes notice by BMO to it of the above sale and assignment. (ii) Each of the Seller, the Purchaser Agents and the Administrative Agent hereby consents to the addition of Fairway as a Purchaser under the Purchase Agreement. (iii) Fairway hereby appoints the Fairway Purchaser Agent to act as its Purchaser Agent under the Purchase Agreement. (d) In connection with, and as payment of the purchase price for, the sale and assignment in this Section 2, Fairway shall, on the Effective Date, make a cash payment to BMO in an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 aggregate Capital of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateReceivable Interests sold and assigned under this Section 2. (ce) After giving effect Fairway confirms that it has received a copy of the Purchase Agreement, together with copies of the reports and financial statements referred to in paragraph (k) of Exhibit IV to the assignment Purchase Agreement as have been requested by Fairway and assumption set forth hereinsuch other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. Fairway acknowledges that it has, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any Bank and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the Effective Date Assignee’s Commitment will be $ Purchase Agreement. Fairway also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the Purchase Agreement. (df) After giving effect to This Agreement is an Assignment and Acceptance for all purposes under the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)Purchase Agreement.

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) . With effect on and after the Effective Date (as defined in Section 5 6 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.96.8, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 13.5 and 12.5 14.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the _____________ [and the corresponding Revolving Loans] [and the Swingline Commitment [and each the corresponding Swingline Loans]] of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent.ACCRUED INTEREST ON, AND FEES WITH RESPECT TO, REVOLVING LOANS [AND SWINGLINE LOANS] ASSIGNED] (b) With effect on and after the Effective Date (as defined in Section 5 hereofherein), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank [and a Swingline Bank] under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment and in an [aggregate] amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank [and a Swingline Bank]. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount relating thereto [and the Swingline Commitment Amount shall be entirely assumed by the Assignee and the Assignor shall relinquish its rights (except its rights with respect to indemnification or compensation arising out of an event occurring before the Effective Date] and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ .$__________ [and the Assignee's Swingline Commitment will be $_____] (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may [, and the Assignor's Swingline Commitment will be further reduced by any other assignments by Assignor on or after the date hereof)$0].

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations as a 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 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment Commitments [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned. ] 118 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment Commitments in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment Commitments of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 15.4 and 12.5 15.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, ,. and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( (___%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ _____________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of [ ] (as amended and conditions in effect on the date hereof, the "Credit Agreement"), among Standard Motor Products, Inc., the Lenders named therein (the "Lenders") and The Chase Manhattan Bank, as Administrative Agent for the Lenders and Canadian Imperial Bank of this Assignment Commerce, as Documentation 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 Acceptanceassigns, Assignor hereby sellswithout recourse, transfers and assigns to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in this Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): ---------------------------------------- --------------------------------------- Percentage Assigned of Facility/ Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Principal Amoung of all Lenders thereunder) FACILITY Assigned ---------------------- ------------------ ------------------------------------- Commitment Assigned: $ % ---------------------- ------------------ ------------------------------------- Revolving Loans: ---------------------- ------------------ ------------------------------------- Swingline Loans ---------------------- ------------------ ------------------------------------- Letters of Credit: ---------------------- ------------------ ------------------------------------- The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], as Assignor By:_________________________ Name: Title: [Name of Assignee], as Assignee By:________________________ Name: Title: THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By____________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, Individually and as Documentation Agent By__________________________ Name: Title: [OTHER LENDERS], By___________________________ Name: Title: The undersigned hereby consent to the time prior to the Effective Date. (cwithin assignment:(1) After giving effect to the assignment and assumption set forth herein[Name of Borrower], on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth hereinThe Chase Manhattan Bank, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Administrative Agent

Assignment and Acceptance. [Date] Reference is made to the Revolving Credit and Term Loan Agreement dated as of January 19, 2010 (aas amended and in effect on the date hereof, the “Credit Agreement”), among PRG-▇▇▇▇▇▇▇ International, Inc., a Georgia corporation, PRG-▇▇▇▇▇▇▇ USA, Inc., a Georgia corporation, the Lenders from time to time party thereto, the issuing bank thereunder and SunTrust Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor designated below (“Assignor”) Subject hereby sells and assigns, without recourse, to the Assignee designated below (“Assignee”), 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, without limitation, the interests set forth below in the Term Loan of the Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in the LC Exposure of the Assignor 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, and as and to the extent provided by the Credit Agreement and subject to the terms and conditions of this Assignment and Acceptancethereof, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(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 shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Georgia. Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: . Effective Date of Assignment: (“Assignment Date”) Revolving Loans: $ % Term Loan: $ % The terms set forth above are hereby agreed to, effective as of the Assignment Date: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consents to the within assignment: 1/ PRG-▇▇▇▇▇▇▇ INTERNATIONAL, INC., as a Borrower: SUNTRUST BANK, as Administrative Agent: By: By: Name: Name: Title: Title: PRG-▇▇▇▇▇▇▇ USA, INC., as a Borrower: SUNTRUST BANK, as Issuing Bank: By: By: Name: Name: Title: Title: 1 Consents to be included to the extent such obligations have been assumed required by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 10.4(b) of the Loan Agreement to the extent such rights relate to the time prior to the Effective Datecredit Agreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of December 19, 1997 (as amended, supplemented or otherwise modified and conditions of this Assignment in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and Acceptance, Assignor hereby sells, transfers and assigns to Assigneeor collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, 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, without recourse limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided in this 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 Acceptance) an interest in the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateCredit Agreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentwithout representation or warranty by [the][any] Assignor. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. Reference is made to (a) Subject the Third Amended and Restated Loan Agreement dated as of _________ __, 2002 (as amended and in effect on the date hereof, the "Agreement"), between CT OPERATING PARTNERSHIP, L.P., the Lenders named therein and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the Lenders and (b) the Agency Agreement dated as of October 2, 2001 (the "Agency Agreement") among the Administrative Agent and each Lender, which is the agreement referenced in the last sentence of Section 13.3 of the Agreement. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to AssigneeAssignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Agreement, including, without recourse limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and without representation or warranty Loans owing to the Assignor which are outstanding on the Assignment Date, together with (except as provided in this a) interest on the assigned Loans from and after the Assignment Date and Acceptance(b) an interest in the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement and the Agency Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of (x) the Agreement and succeed (y) the Agency Agreement and, in each case, to all the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement and the Agency Agreement as of the Assignment Date. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with, if the Assignee is not already a Lender under the Agreement, an administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee; provided, that, Assignor . The [Assignee/Assignor] shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 pay the fee payable to the Administrative Agent pursuant to Section 11.24(2)(e) of the Loan Agreement Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of _______. The Assignor represents and warrants to the extent such rights relate Assignee that the Assignor is the legal and beneficial owner of the Assigned Interest and has not created any adverse interest therein. The Assignor and the Assignee represent and warrant to the time prior each other that they are, respectively, authorized to the Effective Dateexecute and deliver this Assignment and Acceptance. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each --------------------------- the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentCredit Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.23.3, 6.47.5, 6.9, 11.5 8.3 and 12.5 10.14 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject The parties to each assignment shall execute and deliver to the terms and conditions of this Administrative Agent an Assignment and Acceptance, Assignor hereby sells, transfers together ​ with a processing and assigns to Assigneerecordation fee of $5,500, and Assignee hereby purchasesthe assignee, assumes if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ●No Assignment to Borrower, Guarantors, Affiliates or Subsidiaries. No such assignment shall be made to the Borrower, any Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor. ●No Assignment to Natural Persons. No such assignment shall be made to a natural person (or holding company, investment vehicle or trust for, or owned and undertakes operated for the primary benefit of a natural person). ●No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from Assignor, without recourse and without representation or warranty (except as provided after the effective date specified in this each Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee assignee thereunder shall be a party to this Agreement and, to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under the Loan this Agreement, including the requirements concerning confidentiality and the payment of indemnificationassigning Lender thereunder shall, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all extent of the obligations which interest assigned by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shallsuch Assignment and Acceptance, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Agreement case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under benefits of Sections 2.2, 6.4, 6.9, 11.5 12.6 and 12.5 of the Loan Agreement 12.15 with respect to the extent such rights relate to the time facts and circumstances occurring prior to the Effective Dateeffective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert Name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Loan Agreement identified below (as amended, amended and conditions restated or otherwise modified and in effect from time to time, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Agent as contemplated below, (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the 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 (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) a. Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% of (iA) the Commitment Commitment, [and each the Revolving Loans] [and L/C Obligations] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan and Security Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) b. With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan and Security Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan and Security Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment AmountAmount and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding Revolving Loans. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan and Security Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan and Security Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.24.1, 6.4, 6.9, 11.5 4.3 and 12.5 15.10 of the Loan and Security Agreement to the extent such rights relate to the time prior to the Effective Date. (c) c. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) d. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each of the Committed Loans of the Assignor and (iiB) ----- all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 15.11 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAgreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( (__%) percent. (b) . With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all ----- related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT N-1. be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe "Assignee's Percentage Share") of (A) the Commitment and each L/C Commitment [and the Loans] of the Committed Loans Assignor [and participation in outstanding Letters of Assignor Credit] and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignee including with respect to its L/C Commitment; provided, thathowever, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.4 and 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Commitment will be $ [; (ii) the Assignee's aggregate outstanding Loans will be $ ;] [and (iii) the Assignor's L/C Commitment will be $ ]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Commitment will be $ [; (as such amount may ii) the Assignor's aggregate outstanding Loans will be further reduced by any other assignments by Assignor on or after $ ;] [and (iii) the date hereof)Assignor's L/C Commitment will be $ ].

Assignment and Acceptance. (a) 1.1 Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, ----- benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement Agreement, the Loan Documents and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentCo-Lender Agreement. (b) 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and the --------- Co-Lender Agreement and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Agreement and the Co- Lender Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of it is required to perform as a Bank under the Loan Agreement are required to be performed by it as a Lenderor the Co-Lender Agreement. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement and the Co- Lender Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights -------- under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 10.5 of the Loan Agreement, Section 9.4 of the Co-Lender Agreement ------------ ----------- or the Environmental Indemnity to the extent such rights relate to the time prior to the Effective Date. (c) 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s the Assignor's Commitment will be $ $__________. (d) 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s the Assignee's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment Revolving Credit Commitment, the Revolving Loans, the L/C Obligations [and each the Term Loans of the Committed Loans of Assignor Assignor] and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including including, but not limited to, the requirements concerning confidentiality and the payment of indemnification, with a Revolving Credit Commitment in an amount equal to the Revolver Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Credit Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Revolver Assigned Commitment Amount [and the Term Loans of the Assignor shall be reduced by an amount equal to the Term Assigned Amount] and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.22.1, 6.42.5, 6.92.6, 11.5 and 12.5 14.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Revolving Commitment will be $__________, its outstanding Revolving Loans will be $ [and its outstanding Term Loans will be $________ ]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Revolving Commitment will be $____________ , its outstanding Revolving Loans will be $ (as such amount may [and its outstanding Term Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$__________ ].

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ____% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; providedPROVIDED, thatHOWEVER, the Assignor shall not relinquish its rights under Sections 2.23.1, 6.4, 6.9, 11.5 3.3 and 12.5 9.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s Commitment will be $ ; and (ii) the principal amount of the Assignee’s aggregate outstanding Committed Loans will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s Commitment will be $ ; and (as such ii) the principal amount may of the Assignor’s aggregate outstanding Committed Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$ .

Assignment and Acceptance. (a) Subject Reference is made to the terms Amended and conditions Restated Credit Agreement dated as of this Assignment December [__], 2018 (as amended, restated, amended and Acceptancerestated, Assignor hereby sells, transfers and assigns modified or supplemented from time to Assigneetime, and in effect on the date hereof, the “Credit Agreement”), among Cambrex Corporation, the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and without representation or warranty (except as provided obligations under the Credit Agreement, including the interests set forth below in this the Revolving Credit Commitment, if applicable, of the Assignor on the Assignment Date and Acceptance) an Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Principal Amount Revolving Credit Commitment Assigned: $ Loans: $ Fees Assigned (if any): $ The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNOR], as Assignor By: Name: Title: The undersigned hereby consent to the within assignment:1 [NAME OF ASSIGNOR], as Assignor By: Name: Title: as Administrative Agent, as Swingline Lender and as an Issuing Lender By: Name: Title: By: Name: Title: 1 Consents to be included to the extent such obligations have been assumed required by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 10.04(b) of the Loan Credit Agreement. EXHIBIT B EXHIBIT C This GUARANTEE ASSUMPTION AGREEMENT (this “Agreement”) dated as of ______________, 20__ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _______________ (the “Additional Subsidiary Guarantor”), is made in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for the Credit Parties under (and as defined in) the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Cambrex Corporation, a Delaware corporation, the Subsidiary Borrowers referred to therein, the Subsidiary Guarantors referred to therein, the Lenders referred to therein and the Administrative Agent are parties to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment Amended and assumption set forth hereinRestated Credit Agreement dated as of December [__], on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ 2018 (as such amount may be further reduced by any other assignments by Assignor on amended, restated, amended and restated, modified or after supplemented and in effect from time to time, the date hereof“Credit Agreement”).

Assignment and Acceptance. (a) Subject an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Agent, in the form of EXHIBIT G. AVAILABILITY - the amount that Borrower is entitled to borrow from time to time as Revolver Loans, such amount being the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) difference derived when the Commitment and each sum of the Committed principal amount of Revolver Loans then outstanding (including any amounts that Agent or Lenders may have paid for the account of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities Borrower pursuant to any of the Assignor under Loan Documents and in connection with that have not been reimbursed by Borrower and any outstanding Settlement Loans) is subtracted from the Loan Agreement and Borrowing Base. If the other Financing Agreementsamount outstanding is equal to or greater than the Borrowing Base, so that after giving effect theretoAvailability is 0. AVAILABILITY RESERVE - on any date of determination thereof, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees sum of, without duplication, (i) a reserve for general inventory shrinkage, whether as a result of theft or otherwise, that it will perform is determined by Agent from time to time in its reasonable credit judgment based upon Borrower's historical losses due to such shrinkage; (ii) all amounts of past due rent or other charges owing at such time by any Obligor to any landlord of any premises where any of the Collateral is located; (iii) any amounts which any Obligor is obligated to pay pursuant to the provisions of any of the Loan Documents that Agent or any Lender elects to pay for the account of such Obligor in accordance with their terms all of the obligations which by the terms authority contained in any of the Loan Agreement are required Documents; (iv) the LC Reserve; (v) any amount received by Agent from the Business Interruption Insurance Assignment and applied to be performed the Revolver Loans; (vi) aggregate amount of reserves established by it Agent in its reasonable discretion in respect of ACH (automated clearinghouse) transfers or obligations of Borrower under any interest rate protection agreements; (vii) all customer deposits or prepayments held by Borrower; and (vii) for so long as any Event of Default exists, such additional reserves as Agent in its sole and absolute discretion may elect to impose from time to time, without waiving any such Event of Default or Agent's entitlement to accelerate the maturity of the Obligations as a Lenderconsequence thereof. It is AVERAGE REVOLVER LOAN BALANCE - for any period, the intent amount obtained by adding the aggregate of the parties hereto that unpaid balance of Revolver Loans and LC Outstandings outstanding at the Commitment end of Assignor shall, as each day for the period in question and by dividing such sum by the number of days in such period. BANK - Fleet National Bank and its successors and assigns. BANKRUPTCY CODE - title 11 of the Effective DateUnited States Code. BASE RATE - the rate of interest announced or quoted by Bank from time to time as its prime rate. The prime rate announced by Bank is a reference rate and does not necessarily represent the lowest or best rate charged by Bank. Bank may make loans or other extensions of credit at, above or below its announced prime rate. If the prime rate is discontinued by Bank as a standard, a comparable reference rate designated by Bank as a substitute therefor shall be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under Base Rate. BASE RATE LOAN - a Loan, or portion thereof, during any period in which it bears interest at a rate based upon the Loan Agreement to Base Rate. BOARD OF GOVERNORS - the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Board of Governors of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateFederal Reserve System. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ______% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment Commitments of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 13.4 and 12.5 13.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_____________.

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [insert name of Assignor] (the “Assignor”) and [insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Amended and conditions 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 the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all or a portion of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective 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 Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (as amended, amended and conditions restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject For the purposes of the assignment contemplated herein, the provisions of ss.19.1 of the Credit Agreement are hereby waived and the parties hereto hereby consent and agree to such assignment. (b) Each of Comerica Bank and The Sumitomo Bank of California (collectively, the terms and conditions of this Assignment and Acceptance, Assignor "Assignors") hereby sells, transfers sells and assigns to Assigneeeach of BankBoston, N.A., Bank of America National Trust and Savings Association, and ABN Amro Bank N.V. (collectively, the "Assignees"), and each Assignee hereby purchases, purchases and assumes and undertakes from each Assignor, a certain percentage of each such Assignor's rights and obligations under the Credit Agreement as of the effective date hereof, including, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an limitation, such percentage interest in (i) each such Assignor's Commitment as in effect on the Commitment effective date, and each the outstanding amount of the Committed Loans Revolving Credit Loans, Letter of Credit Participation and Bankers' Acceptance Participation owing to each Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of on the Assignor under and in connection with the Loan Agreement effective date and the other Financing AgreementsRevolving Credit Note held by each Assignor (such interest being hereinafter referred to as the "Assigned Portion") such that, so that after giving effect theretoto the assignments contemplated hereby, the respective Commitments, Commitment Percentages of each Assignor shall be zero, and the respective Commitments and Commitment Percentages of each Assignee (after giving effect to the increase in the Total Commitment contemplated by this Third Amendment) shall be as set forth below on Schedule 1 attached hereto, and each Assignee shall have that percentage interest in all Revolving Credit Loans, Letter of Credit Participations and Bankers Acceptance Participations. Notwithstanding any term or provision of ss.19 of the Credit Agreement to the contrary, the execution and delivery hereof by each Assignor, each Assignee, the Agent and the Pro Rata Share of Assignee Borrower shall constitute an Assignment and Acceptance delivered in accordance with the Credit Agreement and shall be ( %) percenteffective in respect of the assignment contemplated hereby. (bc) With effect on each Assignor (i) represents and after the Effective Date warrants (as defined to itself only and not as to the other Assignor) that as of the date hereof, its Commitment and Commitment Percentage is sufficient to give effect to this Assignment and Acceptance; (ii) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in Section 5 hereof)or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (iv) requests that in connection with such assignment as set forth herein the Borrower exchange the Revolving Credit Notes of each Assignor for new Revolving Credit Notes, each dated as of the effective date hereof payable to the order of each Assignee in the principal amount of the Commitment set forth opposite each Assignee's name on Schedule 1 to the Credit Agreement as amended hereby and each such new note shall be deemed to be a party "Revolving Credit Note" under the Credit Agreement. (d) each Assignee (i) represents and warrants (as to itself only and not as to any other Assignee) that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to in ss.9 of the Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this agreement, that it is an Eligible Assignee under the Credit Agreement and that all acts, conditions and things required to be done and performed have occurred prior to the Loan execution, delivery and performance of this assignment, and to render the same the legal, valid and binding obligation of each such Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (ii) agrees that it will, independently and without reliance upon any Assignor, the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the other Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal Documents as are delegated to the Assigned Commitment Amount. Assignee Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Agreement Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of 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 DateBank. (ce) After giving effect Upon the effectiveness of the assignment contemplated hereby, each Assignor shall return to the assignment and assumption set forth hereinBorrower its Revolving Credit Note, on the Effective Date Assignee’s Commitment will be $ marked "Cancelled". (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Loan Agreement identified below (as amended, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all of the Assignor’s rights and obligations in its capacity as a Bank under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a1) Subject to the terms and conditions of this Assignment and Acceptance, a) Assignor hereby sells, transfers and assigns to Assignee, and b) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth below in Section 1(c) and the Pro Rata Share of Assignee in respect of the Commitment shall be ( _______ (__%) percent. (b2) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.9 and 12.5 6.10 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (ci) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (dii) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$______________.

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe "Assignee's Percentage Share") the Commitment and each of the Committed Loans of the Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment Loans in an amount equal to the Assigned Commitment AmountAmount (in addition to any such rights and obligations theretofore held by it). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and The Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 Article III and 12.5 Section 8.4 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment 's Loans will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment 's Loans will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).. Exhibit C-1

Assignment and Acceptance. (a) Subject Reference is made to the terms Letter of Credit and conditions Reimbursement Agreement dated as of this Assignment July 5, 2000 (as amended and Acceptancein 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 sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "ASSIGNED INTEREST") in the Assignor's rights and without representation or warranty (except as provided obligations under the Letter of Credit Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date, together with the participations in Letters of Credit and Acceptance) an interest in 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 Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Letter of Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Letter of Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.07(e) of the Loan Agreement 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 [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 10.04(b) of the time prior to Letter of Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Date. (c) After giving effect to laws of the assignment and assumption set forth herein, on the State of New York. ASSIGNMENT AND ACCEPTANCE Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s of Assignment ("ASSIGNMENT DATE")(1): Principal Amount Assigned -------- Commitment will be Assigned: $ . Fees Assigned (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).if any): $

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment A, Revolving A Loans, Commitment B, Revolving B Loans, Commitment C and each Revolving C Loans and the L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement and the Loan AgreementDocuments, including the requirements concerning confidentiality and the payment of indemnification, with a an aggregate Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the Loan Agreement Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the aggregate Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement and the Loan Agreement Documents to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.5 10.6 and 12.5 10.12 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment A will be $ $__________, Commitment B will be $__________ and Commitment C will be $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment A will be $ (as such amount may $__________, Commitment B will be further reduced by any other assignments by Assignor on or after the date hereof)$__________ and Commitment C will be $__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment and each of the Committed Loans of the Assignor and (iiB) ----- all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of March [ ], 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) American Apparel, Inc. (the “Borrower”), (ii) the Facility Guarantors, (iii) the Lenders party thereto and (iv) Lion Capital LLP as Administrative Agent and Collateral Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. (the “Assignor”) and (the “Assignee”) agree as follows: The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations as a Lender under the Credit Agreement as of the date hereof which represents the applicable percentage interest(s) specified on Schedule I hereto of all outstanding rights and obligations of the Lenders under the Credit Agreement (including, without limitation, such interest in each of the Assignor’s outstanding Commitments, if any, and the Loans (and related Obligations) owing to it). After giving effect to such sale and assignment, the Assignor’s and the Assignee’s Commitments and the amount of the Loans owing to the Assignor and the Assignee will be as set forth in Section 2 of Schedule I hereto. The Assignor (a) Subject 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 adverse claim and that it is legally authorized to the terms and conditions of enter into 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 ; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in, or in connection with, the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; (except c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; and (d) confirms, in the case of an assignment to an Assignee who is not a Lender or an Affiliate of a Lender, that the amount of the Commitment or Loans subject to this Assignment and Acceptance is not less than $1,000,000 or, if less, the entire remaining amount of the Assignor’s Commitment or Loans. The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.01 thereof and such other documents and information as provided in it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. ; (b) With effect agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and after information as it shall deem appropriate at the Effective Date time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Agents to take such action as defined in Section 5 hereof), Assignee shall be a party agents on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Loan Agreement and succeed to all of Agents by the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreementterms thereof, including the requirements concerning confidentiality and the payment of indemnification, together with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which which, by the terms of the Loan Agreement Credit Agreement, are required to be performed by it as a Lender. It ; (e) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (f) specifies as its lending office (and address for notices) the intent office set forth beneath its name on the signature pages hereof; and (g) agrees that if the Assignee is a Foreign Lender entitled to an exemption from or reduction in withholding tax, it shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent versions thereof or successors thereto, or, in the case of a Foreign Lender claiming exemption from or reduction in U.S. Federal withholding tax under Section 871(h) or 881(c) of the parties hereto Code with respect to payments of “portfolio interest”, a (i) Form W-8BEN, or any subsequent versions thereof or successors thereto, and (ii) if such Foreign Lender delivers a Form W-8BEN, a certificate representing that such Foreign Lender is not (A) a bank for purposes of Section 881(c) of the Commitment Code, (B) is not a 10¬percent shareholder (within the meaning of Assignor shallSection 871(h)(3)(B) of the Code) of any Loan Party and (C) is not a controlled foreign corporation related to the Loan Parties (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Foreign Lender claiming, as applicable, complete exemption from or reduced rate of, U.S. Federal withholding tax on payments by the Loan Parties under the Credit Agreement and the other Loan Documents, or in the case of a Foreign Lender claiming exemption for “portfolio interest” certifying that it is not a foreign corporation, partnership, estate or trust. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered, together with a processing and recordation fee of $5,000, to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule I hereto (the “Effective Date”). Upon such acceptance by the Administrative Agent and recording by the Administrative Agent, from and after the Effective Date, (a) the Assignee shall be reduced by an amount equal a party to the Assigned Commitment Amount Credit Agreement and, to the extent of the interest assigned by this Assignment and Acceptance, shall have the rights and obligations under the Credit Agreement of a Lender thereunder, and (b) the Assignor shall shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement, other than those relating 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 events or circumstances occurring prior to the Effective Date. , and except as otherwise provided in Section 9.04 of the Credit Agreement. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (cincluding, without limitation, all payments of principal, interest and fees with respect thereto) After giving effect to the assignment Assignee. The Assignor and assumption set forth herein, on Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date Assignee’s Commitment will directly between themselves. This Assignment and Acceptance shall be $ governed by, and be construed and interpreted in accordance with, the law of the State of New York. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] of Assignee shall be as set forth below and the Pro Rata Share of Assignee with respect to the [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] shall be ( %) percent, ( %) and ( %), respectively. [Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Term Loans B of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Term Loans B of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. ] [Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (bexcept as provided in this Assignment and Acceptance) an interest in (i) the Term Loans B-1 of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Term Loans B-1 of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent.] With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnificationrequirement to indemnify Agents, with a Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] [Term Loan B Commitment] [Term Loan B-1 Commitment] in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a LenderLender pursuant to the Loan Agreement. It is the intent of the parties hereto that the Commitment [Revolving Loan A Commitment] [Revolving Loan A-1 Commitment] [Term Loan B Commitment] [Term Loan B-1 Commitment] of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving . [With effect on and after the Effective Date, Assignee shall be a party to the assignment Loan Agreement and assumption set forth hereinsucceed to all of the rights and be obligated to perform all of the obligations of a Term Loan B Lender under the Loan Agreement, on including the requirements concerning confidentiality and the payment of indemnification, with Term Loans B in an amount equal to the Assigned Term Loans B Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Term Loan B Lender. It is the intent of the parties hereto that the Term Loans B of Assignor shall, as of the Effective Date Assignee’s Commitment will Date, be $ . (d) After giving effect reduced by an amount equal to the assignment Assigned Term Loans B Amount and assumption set forth hereinAssignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, on that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date Assignor’s Commitment Date.] [With effect on and after the Effective Date, Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Term Loan B-1 Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with Term Loans B-1 in an amount equal to the Assigned Term Loans B-1 Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be $ (performed by it as such amount may a Term Loan B-1 Lender. It is the intent of the parties hereto that the Term Loans B-1 of Assignor shall, as of the Effective Date, be further reduced by any other assignments by Assignor on or after the date hereof).an amount equal to the

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe "Assignee's Percentage Share") of (A) the Commitment and each of the Committed Loans of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan and Security Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan and Security Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan and Security Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan and Security Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan and Security Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 Article V and 12.5 Section 15.11 of the Loan and Security Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in _______% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2Paragraphs 2.11, 6.42.18, 6.913.2, 11.5 13.14 and 12.5 13.17 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe "Assignee's Percentage --------------------- Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all ----- related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights -------- ------- under Sections 2.2, 6.4, 6.9, 11.5 10.04 and 12.5 10.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

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

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

Assignment and Acceptance. (a) Subject The Lenders have agreed among themselves to reallocate their respective Commitments and to allow Harris Nesbitt Financing, Inc. to acquire an interest in the Commitme▇▇▇ ▇▇▇ ▇▇▇ ▇▇ans. After such reallocation of the Commitments, on the date hereof, the Lenders shall own the Commitment Percentages set forth on Schedule 1 attached hereto. With respect to such reallocation, Harris Nesbitt Financing, Inc. shall be deemed to have acquired the C▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Loans allocated to them from each of the Lenders pursuant to the terms and conditions of this the Assignment and AcceptanceAcceptance Agreement attached as Exhibit E to the Credit Agreement as if Harris Nesbitt Financing, Assignor hereby sellsInc. and the Lenders had executed an Assign▇▇▇▇ ▇▇▇ ▇▇▇▇▇tance Agreement with respect to such allocation. Each Lender shall surrender its existing Note and be issued a new Note in a face amount equal to each Lender's Commitment Percentage times $375,000,000. Each said Note to be in the form of Exhibit "B" to the Credit Agreement with appropriate insertions. The funds delivered to Agent by Harris Nesbitt Financing, transfers and assigns Inc. to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) acquire an interest in (i) the Commitment Commitme▇▇▇ ▇▇▇ ▇▇▇ ▇▇ans shall be allocated and paid to each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so existing Lenders such that after giving effect thereto, to such allocation and payment each of the Lender's Commitment of Assignee shall be as in the amounts set forth below on Schedule 1 attached hereto. By their execution hereof, Agent and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof)Borrower each hereby consent to Harris Nesbitt Financing, Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of Inc. becoming a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateCredit Agr▇▇▇▇▇▇. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (as amended, amended and conditions restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby sells, transfers irrevocably sells and assigns to the Assignee, and the Assignee hereby purchases, irrevocably purchases and assumes and undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any 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 Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse and without representation or warranty (to the Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which without representation or warranty by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateAssignor. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in 10.000000000% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans and Participations (if any) of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) Loan Documents. With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.5 11.04 and 12.5 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Revolving Commitment will be $ . $15,833,333.33; (dii) the Assignee's Pro Rata Share of the Aggregate Revolving Commitment will be 8.333333333%; (iii) the Assignee's Term Commitment will be $9,166,666.67; and (iv) the Assignee's Pro Rata Share of the Aggregate Term Commitment will be 8.333333333%. After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Revolving Commitment will be $ $42,750,000.00; (as such amount may ii) the Assignor's Pro Rata Share of the Aggregate Revolving Commitment will be further reduced by any other assignments by Assignor on or after 22.500000000%; (iii) the date hereof)Assignor's Term Commitment will be $24,750,000.00; and (iv) the Assignor's Pro Rata Share of the Aggregate Term Commitment will be 22.500000000%.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ______% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned. ] 73 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment Commitments of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 12.4 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe “Assignee’s Percentage Share”) of (A) the Commitment and each of the Committed Loans of Assignor Assignor, and (iiB) all related rights, benefits, security interest, 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, Loan Documents. This Assignment shall not constitute a novation of any of the Commitment of Assignee shall be as set forth below rights and obligations under the Pro Rata Share of Assignee shall be ( %) percentLoan Agreement. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and the benefits (including the benefit of any security interest) and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of it is required to perform as a Lender under the Loan Agreement are required to be performed by it as a LenderAgreement. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 12.2 (Reimbursement and 12.5 Expenses) and 12.3 (Indemnity) of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption acceptance set forth herein, on the Effective Date Assigneethe Assignor’s Commitment will be $ $__________ (an amount equal to ____% of the Revolving Commitment). (d) After giving effect to the assignment and assumption acceptance set forth herein, on the Effective Date Assignorthe Assignee’s Commitment will be $ $__________(as such an amount may be further reduced by any other assignments by Assignor on or after equal to ____% of the date hereofRevolving Commitment).

Assignment and Acceptance. (a) Subject to the terms Each of BNP Paribas and conditions of this Assignment and AcceptanceMizuho (each, Assignor an “Assignor”) hereby sells, transfers irrevocably sells and assigns to each of ABN, Rabobank and Bank Hapoalim (each, an “Assignee”), without recourse to each Assignor, and each Assignee hereby purchases, irrevocably purchases and assumes and undertakes from each Assignor, without recourse and without representation or warranty (except to such Assignor, as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereofbelow), but immediately before the effectiveness of Section 1 above, an undivided interest (each, an “Assigned Interest”) in and to the Obligations owing to such Assignor as set forth on Annex V hereto and such Assignor's rights and obligations under the Loan Documents relating thereto. From and after the Effective Date, (i) each Assignee shall be a party to under the Loan Credit Agreement and succeed to will have all of the rights and be obligated to perform all of the obligations of a Lender for all purposes under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal Documents to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all extent of the obligations which applicable Assigned Interests and be bound 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 shallprovisions thereof, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and (ii) each Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. On the Effective Date, each Assignee shall pay to the extent Successor Agent (for distribution to the Assignors, as applicable), in immediately available funds, an amount equal to the purchase price of its Assigned Interests as set forth on Annex V hereto. For the avoidance of doubt, each of the parties hereto acknowledges that the Assignors shall not be deemed to have consented to (nor shall their consent be required for) any of the amendments set forth in Section 1 above, provided that such obligations amendments shall not be effective until the provisions of this Section 4 shall have been assumed by Assignee; providedsatisfied. (b) From and after the Effective Date, that, Assignor the Successor Agent shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 make all payments in respect of the Loan Agreement Assigned Interests (including payments of principal, interest, fees and other amounts) to the extent such rights relate to Assignees. The Assignors and the time Assignees shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective DateDate directly between themselves. (c) After giving effect Each Assignor represents and warrants to each Assignee that (i) it is the legal and beneficial owner of the Assigned Interests being assigned by it, and such Assigned Interests are being assigned by it free and clear of any adverse claim, (ii) the applicable Assigned Interest accurately and completely sets forth the Effective Amount of all Revolving Loans and funded participation interests in Swing Line Loans and L/C Obligations comprising such Assigned Interest as of the Effective Date; (iii) it has the power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Section 4, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Section 4, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith; and (iv) this Section 4 constitutes the legal, valid and binding obligation of such Assignor. Neither Assignor makes any representation or warranty or assumes any responsibility with respect to the assignment financial condition of the Borrower, the Parent or any of their Affiliates or the performance by the Borrower, the Parent or any of their Affiliates of their respective obligations under the Loan Documents, and assumption neither Assignor assumes any responsibility with respect to any statements, warranties or representations made under or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as expressly set forth herein, on the Effective Date Assignee’s Commitment will be $ above. (d) After giving effect Each Assignee represents and warrants to the assignment Assignors, the Successor Agent, each Issuing Bank and assumption set forth hereinthe Swing Line Lender that (i) it is an Eligible Assignee, (ii) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Sixth Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Sixth Amendment and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith; (iii) this Sixth Amendment constitutes the legal, valid and binding obligation of such Assignee; (iv) under applicable Laws no tax will be required to be withheld by the Successor Agent or the Borrower with respect to any payments to be made to such Assignee hereunder or under any Loan Document, and unless otherwise indicated in the space opposite the Assignee's signature below, no tax forms described in Section 4.01(e) of the Credit Agreement are required to be delivered by such Assignee; and (v) such Assignee has received a copy of the Credit Agreement, together with copies of the most recent financial statements of the Borrower delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment. Each Assignee has independently and without reliance upon any Assignor or the Successor Agent and based on such information, as such Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Sixth Amendment. Each Assignee will, independently and without reliance upon the Successor Agent or any Lender, and based upon 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. (e) Each Assignee appoints and authorizes the Successor Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto. (f) If any Assignee desires a Note to evidence its Revolving Loans, it shall request the Successor Agent to procure a Note from the Borrower. Each Assignor shall return any Notes held by it marked “CANCELED”, along with its signature page to this Sixth Amendment. (g) Each of the Assignors and each of the Assignees agree to execute and deliver such other instruments, and take such other action, as any other party hereto may reasonably request in connection with the transactions contemplated by this Section 4. (h) By signing below, the Successor Agent agrees to register each Assignee as a Lender under the Credit Agreement, effective as of the Effective Date Assignor’s Commitment will be $ with respect to the applicable Assigned Interests, and will, as applicable, adjust the registered Pro Rata Share of the Assignees and Assignors under the Credit Agreement to reflect the assignment of the Assigned Interests (as more specifically set forth in Annex V hereto). (i) Contemporaneously with the effectiveness of the assignments under this Section 4, BNP Paribas shall resign as an Issuing Bank in accordance with the terms of Section 11.07(i) of the Credit Agreement and in connection with such amount may resignation the parties hereto waive the thirty (30) day notice period set forth in such section. (j) The parties hereto agree that this Section 4 shall be further reduced in lieu of execution and delivery of an Assignment and Acceptance in the form of Exhibit D to the Credit Agreement (as required under Section 11.07(b) thereof) and waive payment of the $3,500 processing and recordation fee required under such Section 11.07(b), for each assignment under this Section 4. (k) For the avoidance of doubt, upon the occurrence of the Effective Date, the Assignors shall no longer be party to or bound by and, shall no longer have any rights under, the Intercreditor Agreement or the other assignments Loan Documents (except for such rights which expressly survive the assignment by Assignor a Lender of its Obligations and Committed Line Portions). In addition, on or and after the date hereof)Effective Date, Bank Hapoalim shall be a party to and bound by the provisions of the Intercreditor Agreement as a Lender, and shall be entitled to the rights as a Lender thereunder as if it had been an original signatory thereto.

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

Assignment and Acceptance. (a) A. Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each ), ____% of the Committed Loans Assignor's Commitment, together with a corresponding portion of Assignor the Assignor's outstanding Loans, L/C Obligations and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement (all 110 of the foregoing being herein called the "Assigned Rights and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) Obligations"). With effect on and after the Effective Date (as defined in Section 5 Section5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.4 or 11.5 and 12.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Effective Date. (c) B. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ . (d) After giving effect to $__________ and the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of August 24, 2000 (as amended to date, the "CREDIT AGREEMENT"), between Salem Communications Corporation 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 the Lenders named in the Credit Agreement for whom ING (except as provided U.S.) Capital LLC is the Administrative Agent. Terms defined in the Credit Agreement are used in this Assignment and AcceptanceAcceptance 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") an in the Assignor's rights and obligations under the Credit Agreement, including the Obligations set forth below, but excluding accrued interest in 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 Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including Basic Documents and (ii) the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Basic Documents. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with, if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 4.04(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 10.06(b) of the time prior Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in the Effective DateState of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance), __% (the “Assignee’s Percentage Share”) an interest in of (iA) the Commitment and each of the Committed Loans of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 13(b) of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 10.4 and 12.5 10.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________ and the Assignee's outstanding Loans (assuming no repayments or new fundings after ______) will be $_______. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ $__________ and the Assignor's outstanding Loans (as such amount may assuming no repayments or new fundings after ________) will be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and AcceptanceAcceptance and in Section 15.7 of the Loan Agreement) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( (___%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by AssigneeAssignee (and in any event excluding its obligations under Section 15.5 of the Loan Agreement); provided, that, Assignor shall not relinquish its rights under Sections 2.26.7, 6.46.11, 6.9, 11.5 13.4 and 12.5 14.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).