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 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (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 or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( _______ (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.8 and 12.5 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s 's Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s 's Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to Assignee, the Assignee and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % [the “Assignment Percentage”] of (iA) the Commitment Revolving Credit Commitment, the Revolving Loans and each L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Revolving Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Credit Commitment in an amount equal to the Revolver Assigned Commitment AmountAmount and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding Revolving Loans. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Credit Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Revolver Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2[3.1, 6.4, 6.9, 11.5 3.6] and 12.5 [14.1] of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Revolving Credit Commitment will be $ U.S.$ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Revolving Credit Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)U.S.$ .

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement hereof are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.1, 6.4, 6.9, 11.5 6.7 and 12.5 6.8 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject 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 $3,500, and Assignee hereby purchasesthe assignee, assumes if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. ​ ●No Assignment to Borrower, Guarantors, Affiliates or Subsidiaries. No such assignment shall be made to the Borrower, any Guarantor or any Affiliate or Subsidiary of the Borrower or any Guarantor. ●No Assignment to Natural Persons. No such assignment shall be made to a natural person (or holding company, investment vehicle or trust for, or owned and undertakes operated for the primary benefit of a natural person). ●No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from Assignor, without recourse and without representation or warranty (except as provided after the effective date specified in this each Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee assignee thereunder shall be a party to this Agreement and, to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under the Loan this Agreement, including the requirements concerning confidentiality and the payment of indemnificationassigning Lender thereunder shall, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all extent of the obligations which interest assigned by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shallsuch Assignment and Acceptance, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Agreement case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under benefits of Sections 2.2, 6.4, 6.9, 11.5 12.6 and 12.5 of the Loan Agreement 12.15 with respect to the extent such rights relate to the time facts and circumstances occurring prior to the Effective Dateeffective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of January 11, 2000 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Kansas City Southern Industries, Inc., The Kansas City Southern Railway Company, the lenders from time to time party thereto and AcceptanceThe Chase Manhattan Bank, as administrative agent, collateral agent and issuing bank. Terms defined in the 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, 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 Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in this Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective 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 of Assignment ("Assignment Date"): Percentage Assigned of Facility/Commitment will be $ . (dset forth, to at least 8 decimals, as a Principal Amount Assigned percentage of the Facility and (and identifying information the aggregate Commitments of all as to individual Competitive Lenders thereunder) 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).Loans) Facility

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 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 5.1 and 12.5 5.3 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 $__________ and the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment Assignee's Pro Rata Share of all Commitments 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), % (the “Assignee’s Percentage Share”) an interest in of (iA) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.23.8, 6.44.1, 6.94.3, 11.5 14.11 and 12.5 14.12 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 Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent.120 (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 Commitment and each of the Committed Loans of Assignor Term Loan 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 share of the Term Loan 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 principal amount of the Term Loan will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment principal amount of the Term Loan will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Reference is made to the terms 364-Day Credit Agreement dated as of July 5, 2000 (as amended and conditions of this Assignment in effect on the date hereof, the "CREDIT AGREEMENT"), between XL Capital Ltd, X.L. America, Inc., XL Insurance Ltd, XL Europe Ltd and AcceptanceXL Mid Ocean Reinsurance Ltd, the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named 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 Credit Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date and Acceptance) an Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth 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 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 2.14(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 10.04(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. 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: $ . Loans: $ 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) 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. This Assignment and Acceptance (athe “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). It is understood and agreed that the rights and obligations of the Assignors and the Assignees hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified in items below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignorin accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and Swing Line loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse and without representation or warranty (to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentwithout representation or warranty by [the][any] Assignor. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of set forth in this Assignment and AcceptanceArticle III, (i) the Assignor hereby sells, transfers and assigns to Assigneethe Assignees, and Assignee (ii) the Assignees hereby purchasespurchase, assumes assume and undertakes undertake from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and AcceptanceArticle III) an interest in 70.00000% (ithe “Assigned Share”) of (A) the Commitment and each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities indemnity rights 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)date of this Amendment, Assignee the Assignees shall be a party parties 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 Amountamount set forth on Schedule A-1 attached hereto. Each Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Datedate hereof, be reduced by an amount equal to the Assigned Commitment Amount amount set forth on Schedule A-1 attached hereto for the Assignor and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignees; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.23.8, 6.44.1(b), 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 Datedate hereof. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment Assignees’ Commitments will be $ as set forth on Schedule A-1 attached hereto. (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)$75,000,000.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in _% (ithe "Assignee's Percentage Share") of (A) the Commitment and each Term 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 under the Loan Credit Agreement, including including, but not limited to, 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 Term Loans of the Effective Date, Assignor shall be reduced by an amount equal to the Term 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 2.1 and 12.5 14.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment 's outstanding Term Loans will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment 's outstanding Term Loans 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 Amended and conditions Restated Credit Agreement dated as of this Assignment July 1, 1998 (as amended and Acceptancein effect on the date hereof, the "Credit Agreement"), between GATX Capital Corporation, the Lenders named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Credit Agreement, including the interests set forth on the reverse hereof in this the Commitment of the Assignor on the Assignment Date and Acceptance) an Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.15(e) of the Loan Agreement 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 8.04(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 State of New York. Assignment and assumption set forth herein, on the Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s of Assignment ("Assignment Date")1: Percentage Assigned of Facility/Commitment will be (set forth, to at Principal Amount least 8 decimals, as a Assigned (and percentage of the identifying Facility and the information as to aggregate Commitments individual of all Lenders Facility Competitive Loans) thereunder) Commitment Assigned: $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).% Revolving Loans:

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of May 22, 1997 (as amended and conditions in effect on the date hereof, the "Credit Agreement"), among Brunswick Corporation, a corporation organized under the laws of this Assignment the State of Delaware (the "Borrower"); the Lenders named therein; and AcceptanceThe Chase Manhattan Bank, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells, transfers sells and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignorassigns, without recourse to the Assignor, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without representation or warranty recourse to the Assignor, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (except as provided the "Assigned Interest") in this the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Acceptance) an Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest in and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the 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)(iv) 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 State of New York. Assignment and assumption set forth herein, on the Effective Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of 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).: Assignee's Address for Notices:

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ), (i) the Commitment and each of the Committed Assignor's Commitment, together with a corresponding portion of the Assignor's outstanding Loans of Assignor and as set forth on Annex I; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in 100 connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, Loan Documents (all of the Commitment of Assignee shall be as set forth below foregoing being herein called the "Assigned Rights and the Pro Rata Share of Assignee shall be ( %) percentObligations"). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount Pro Rata Share equal to the Assigned Commitment Amount_______%. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, (i) as of the Effective Date, the Pro Rata Share of the Assignor shall be reduced by an amount equal to _______%, and (ii) the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article III or Sections 2.2, 6.4, 6.9, 11.5 and 12.5 10.4 or 10.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment and the Assignor's Commitment will be $ .as set forth on Annex I. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment the Assignee's outstanding Loans will be $ (as such amount may $__________ and the Assignor's outstanding Loans will be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (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 [U.S.][Canadian] Commitment, together with a corresponding portion of Assignor the Assignor's outstanding [U.S.][Canadian] 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 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 ( %) percentObligations"). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a [U.S.][Canadian] 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 [U.S.][Canadian] 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, 11.5 and 12.4 or 12.5 of the Loan Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's [U.S.][Canadian] Commitment will be $ . (d) After giving effect to [U.S.][C]$__________ 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)[U.S.][C]$__________.

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in 11.111111111% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans and Participations (if any) of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) Loan Documents. With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Article IV or Sections 2.2, 6.4, 6.9, 11.5 11.04 and 12.5 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s 's Revolving Commitment will be $ . $4,750,000.00; (dii) the Assignee's Pro Rata Share of the Aggregate Revolving Commitment will 2.5%; (iii) the Assignee's Term Commitment will be $2,750,000.00; and (iv) the Assignee's Pro Rata Share of the Aggregate Term Commitment will be 2.5%. After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s 's Revolving Commitment will be $ $38,000,000.00; (as such amount may ii) the Assignor's Pro Rata Share of the Aggregate Revolving Commitment will be further reduced by any other assignments by Assignor on or after 20.00%; (iii) the date hereof)Assignor's Term Commitment will be $22,000,000.00; and (iv) the Assignor's Pro Rata Share of the Aggregate Term Commitment will be 20.00%.

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of August 4, 2003 (as amended from time to time, the "Credit Agreement"), among ---------------- Anheuser-▇▇▇▇▇ Companies, Inc., the Banks named therein and conditions of this Assignment JPMorgan Chase Bank, as Administrative Agent for said Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and Acceptanceassigns, Assignor hereby sellswithout recourse, transfers and assigns to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned -------- Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Credit -------- Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date and Acceptance) an the Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under Bank thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with, if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee; provided, that, Assignor . The [Assignee/Assignor] shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Loan Agreement to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the extent such rights relate to law of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Form of Assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Acceptance ---------------------------------

Assignment and Acceptance. (a) Subject Reference is made to the terms Five-Year Credit Agreement dated as of June 24, 1998 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Bowater Incorporated, the Subsidiary Borrowers party thereto and Acceptancethe banks party thereto and The Chase Manhattan Bank, as Administrative Agent for said banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Credit Agreement, including the interests set forth on the reverse hereof in this the Commitment of the Assignor on the Assignment Date and Acceptance) an Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under Bank thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee; provided, that, Assignor . The [Assignee/Assignor] shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 pay the fee payable to the Administrative Agent pursuant to Section 12.06(b) of the Loan Agreement to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the extent such rights relate to laws of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Assignment and assumption set forth herein, on the Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s Commitment will be $ . of Assignment (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)."Assignment Date")1:

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, 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 and the Commitment of Assignor 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) 1.1 Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in % (ithe “Assignee’s Percentage Share”) the Commitment and each of the Committed Loans Term Commitment of Assignor Assignor, and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) 1.2 With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Credit Agreement and shall succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Term Commitment in an amount equal to the Assigned Commitment AmountAmount (plus the amount of Assignee’s existing Term Commitment, if any). Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Agreement are that it is required to be performed by it perform as a LenderLender under the Credit Agreement. It is the intent of the parties hereto that the Term Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assignee; provided, thathowever, that Assignor shall not relinquish its rights to be indemnified by Borrower under Sections 2.2, 6.4, 6.9, 11.5 11.11 and 12.5 11.22 of the Credit Agreement or any other similar indemnity provisions of the Loan Agreement Documents to the extent such rights relate to the time prior to the Effective Date. (c) 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Term Commitment will be [$ of Domestic Currency Commitments and/or £ of Foreign Currency Commitments-AS APPLICABLE]. 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Term Commitment will be [$ of Domestic Currency Commitments and/or £ of Foreign Currency Commitments-AS APPLICABLE]. (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 related L/C Obligations, if any) [and the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, LOANS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan AgreementCredit Agreement (including without limitation under Article III thereof), including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$_______.

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each 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 Loan 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 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, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 12.7 and 12.5 12.18 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 Loan will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment 's Loan will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject Pursuant to and in accordance with Section 7.03(b) of the terms Purchase Agreement, Scotia Capital hereby assigns absolutely to BOA that portion and conditions percentage of its rights and obligations as a Bank such that BOA shall have the Bank Commitment and Percentage as set forth in Section 1(e) below together with all corresponding rights and obligations (the “Assumed Bank Rights and Obligations”); and BOA hereby acknowledges that, upon the execution of this Assignment and AcceptanceAgreement, 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 it will (i) become a party to the Commitment and each of the Committed Loans of Assignor Purchase Agreement as a Bank and (ii) assume, perform and comply with all related rights, benefits, obligations, liabilities and indemnities of the Assignor under Assumed Bank Rights and Obligations as if originally named as an original party in the Purchase Agreement as a Bank. (b) Pursuant to and in accordance with Section 7.03(c) of the Purchase Agreement, the Liberty Purchaser Agent hereby assigns absolutely to the BOA Purchaser Agent, as Purchaser Agent for BOA, that portion and percentage of its rights and obligations as a Purchaser Agent corresponding to the Assumed Bank Rights and Obligations (the “Assumed Purchaser Agent Rights and Obligations”), and the BOA Purchaser Agent hereby acknowledges that, upon the execution of this Agreement, it will (i) become a party to the Purchase Agreement as a Purchaser Agent and (ii) assume, perform and comply with all of the Assumed Purchaser Agent Rights and Obligations as if originally named as an original party in the Purchase Agreement as a Purchaser Agent for BOA. (c) For the avoidance of doubt, upon the effectiveness of this Section 1 and the assumption by BOA of the Assumed Bank Rights and Obligations and the Assumed Purchaser Agent Rights and Obligations, the rights and obligations of Liberty as a Purchaser corresponding to the Assumed Bank Rights and Obligations shall be extinguished and of no further force and effect; provided that the foregoing shall in no event limit or otherwise have any impact on any increased or revised rights and obligations of Liberty corresponding to any increased or revised Bank Commitments and Percentages pursuant to the remaining Sections hereof. (d) (i) Seller hereby consents to (x) the assignment by Scotia Capital of the Assumed Bank Rights and Obligations to BOA pursuant to Section 7.03(b) of the Purchase Agreement and (y) the assignment by the Liberty Purchaser Agent of the Assumed Purchaser Agent Rights and Obligations to the BOA Purchaser Agent pursuant to Section 7.03(c) of the Purchase Agreement. (ii) In accordance with Section 1.13(b) of the Purchase Agreement, each of the Existing Purchaser Agents and the Administrative Agent hereby consents to the addition of BOA as a Bank and the BOA Purchaser Agent as a Purchaser Agent, in each case under the Purchase Agreement. (iii) Each of the Seller, the Administrative Agent, the Banks and the Existing Purchaser Agents hereby consents to the addition of BOA as a Bank and a Purchaser Agent and agrees and acknowledges that, notwithstanding anything to the contrary contained in the Purchase Agreement (including, without limitation, the definition of “Eligible Assignee”), each of BOA and the BOA Purchaser Agent shall be an Eligible Assignee for all purposes under the Purchase Agreement. (iv) BOA hereby appoints the BOA Purchaser Agent to act as its Purchaser Agent under the Purchase Agreement. Each of the parties hereto hereby agrees and acknowledges that, notwithstanding anything to the contrary contained in the Purchase Agreement (including, without limitation, Section 6.01 of the Purchase Agreement), for all purposes of the Purchase Agreement, (x) the Liberty Purchaser Agent shall in no event be deemed to be the Purchaser Agent for BOA, (y) BOA shall in no event be deemed to be a Related Bank or otherwise related to Liberty, Scotia Capital or the Liberty Purchaser Agent and (z) the BOA Purchaser Agent shall be the Purchaser Agent for BOA. (e) Upon the effectiveness of the assignment of the Assumed Bank Rights and Obligations, the Bank Commitment and Percentage of each of the Banks shall be as follows (which Bank Commitments and Percentages the parties hereto hereby agree and acknowledge shall be immediately superseded by the Bank Commitments and Percentages set forth in Section 3 hereto): Bank Bank Commitment Percentage BOA $10,000,000 2 2/19% BTMU $75,000,000 15 15/19% PNC $150,000,000 31 11/19% Scotia Capital $240,000,000 50 10/19% TOTAL $475,000,000.00 (f) In connection with the Loan Agreement and assignments in this Section 1, Scotia Capital and/or Liberty, as applicable, shall transfer a Receivable Interest or Receivable Interests to BOA in exchange for a cash payment from BOA in an amount equal to the other Financing Agreementsaggregate Capital of such Receivable Interests so transferred, so that after giving effect theretoto such transfer of Receivable Interests and such cash payment, each of Scotia Capital and Liberty, as applicable, and BOA shall hold aggregate outstanding Capital equal to such Investor’s ratable share of the Commitment aggregate outstanding Capital of Assignee shall be all Investors as of such time (based on the applicable Bank’s Percentage, 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 hereof1(e), 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 Assigned Obligations [and each of the Committed Loans of Assignor Assigned Commitment] and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan First Lien Financing Agreement and the other Financing AgreementsFirst Lien Documents, so that after giving effect thereto, the Commitment amount[s] of Assigned Obligations [and Assigned Commitment] of each Assignee Party shall be as the product[s] of (x) the percentage set forth below opposite such Assignee Party's name on Part C of SCHEDULE 1 hereto (such percentage, such Assignee Party's "PRO RATA SHARE") and (y) the Pro Rata Share of Assignee shall be ( %) percentAssigned Obligations Amount [or Assigned Commitment Amount, respectively]. (b) With effect on and after the Effective Date (as defined in Section SECTION 5 hereof), each Assignee Party shall be a party to the Loan First Lien Financing Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan First Lien Financing Agreement, including the requirements concerning confidentiality and the payment of indemnificationindemnification [, with a and its Revolving Loan Commitment under and as defined in the First Lien Financing Agreement prior to the Effective Date, if any, shall be increased in an amount equal to the product of (x) its respective Pro Rata Share and (y) the Assigned Commitment AmountCommitment]. Each Assignee Party agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan First Lien Financing Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Loan Commitment of Assignor under and as defined in the First Lien Financing Agreement shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount zero and Assignor shall relinquish all its rights and be released from all its obligations under the Loan Agreement to the extent such obligations have been assumed by AssigneeFirst Lien Financing Agreement; provided, that, PROVIDED that Assignor shall not relinquish its rights under Sections 2.2the First Lien Financing Agreement, 6.4as provided therein, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Assigned Commitment Amount and each [part of the] [all] of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share share of Assignee shall be ( _______ percent (__%) percent). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan AgreementAgreement and, including to the extent applicable, the other Loan Documents, including, without limitation, the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and the other Loan Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, that Assignor shall not relinquish its rights under Sections 2.2, 6.45.5, 6.912.6, 11.5 14.8 and 12.5 15.2 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date, and the Assignor shall continue to be subject to the confidentiality obligations set forth in Section 15.11 of the Loan Agreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Agent, in the form of Exhibit H. Availability - on any date, the amount that Borrowers are entitled to borrow as Revolver Loans on such date, such amount being the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) difference derived when the Commitment and each sum of the Committed principal amount of Revolver Loans then outstanding (including any amounts that Agent or Lenders may have paid for the account of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities Borrowers pursuant to any of the Assignor under Loan Documents and in connection with that have not been reimbursed by Borrowers and any outstanding Settlement Loans) is subtracted from the Loan Agreement and Borrowing Base on such date. If the other Financing Agreementsamount outstanding is equal to or greater than the Borrowing Base, so that after giving effect theretoAvailability is zero. Availability Reserve - on any date of determination thereof, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all sum of the obligations which by following (without duplication): (i) the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by Inventory Reserve; (ii) an amount equal to all past due rent (including base rent and additional rent), fees or other charges owing at such time by any Obligor to any landlord of any premises where any of the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Collateral is located or to any processor, repairman, mechanic or other Person who is in possession of any Collateral or has asserted any Lien or claim thereto; (iii) any amounts which any Obligor is obligated to pay pursuant to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 provisions of any of the Loan Agreement Documents that Agent or any Lender elects to pay for the account of such Obligor in accordance with authority contained in any of the Loan Documents for which Agent or such Lender has not been reimbursed by Borrowers; (iv) the LC Reserve; (v) at any time that an Event of Default exists, any amount received by Agent from the Business Interruption Insurance Assignment and applied to the extent Revolver Loans; (vi) aggregate amount of reserves established by Agent in its reasonable discretion in respect of ACH (automated clearinghouse) transfers or obligations of Borrowers under any Hedging Agreement; (vii) the Customer Deposit Reserve; (viii) all amounts applied as a mandatory prepayment of the Obligations pursuant to Section 4.4 of the Agreement; and (ix) such rights relate additional reserves, in such amounts and with respect to such matters, as Agent in its sole and absolute discretion may elect to impose from time to time. Average Revolver Loan Balance - for any period, the time prior to amount obtained by adding the Effective Dateaggregate of the unpaid balance of Revolver Loans and LC Outstandings at the end of each day for the period in question and by dividing such sum by the number of days in such period. Bank - Fleet National Bank. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe 115 "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and each of the Committed Loans of Assignor 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. (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. (ci) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (dii) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$______________.

Assignment and Acceptance. (a) Subject Reference is made to the terms 364-Day Credit Agreement dated as of August [__], 1999 (as amended and conditions of this Assignment in effect on the date hereof, the "Agreement"), between Washington Mutual, Inc., Aristar, Inc., the Lenders named therein and AcceptanceThe Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Agreement are used herein with the same meanings. The Assignor named below hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Agreement, including the interests set forth below in this the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Acceptance) an Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest in accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.15(e) of the Loan Agreement Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Datelaws of the State of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and 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 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 under the Loan Credit Agreement, including the requirements concerning confidentiality confidentiality, if any, 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 shall perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; providedPROVIDED, thatHOWEVER, that the Assignor shall not relinquish its rights under Sections 2.22.11, 6.42.12, 6.92.21, 11.5 and 12.5 8.4 or 8.16 of the Credit Agreement (and any equivalent provisions of the other Loan Agreement Documents) 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 shall be $ $__________; and (ii) the Assignee's aggregate outstanding Loans shall 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 shall be $ $__________; and (as such amount may ii) the Assignor's aggregate outstanding Loans shall be further reduced by any other assignments by Assignor on or after the date hereof)$_______________.

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in ___% (ithe "Assignee's Percentage Share") of (A) the Commitment and each of the Committed Loans 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 Assignee’s the 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 Assignor’s the 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 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 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 3 and 12.5 5 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 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 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).