Common use of Assignment and Acceptance Clause in Contracts

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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 (ia) the interest in and to 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 that represents 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 (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swingline loans included in such facilities) and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [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 that certain Note Agreement dated as of November [ ], 2009 (as the Third Amended same may be amended, modified or supplemented from time to time, the “Note Agreement”) by and Restated Credit Agreement identified below among Endeavour International Corporation (the “Credit AgreementCompany”), certain subsidiaries of the Company as Guarantors and the persons named therein as Noteholders, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns assigns, without recourse, to the Assignee, and the Assignee hereby irrevocably purchases and assumes assumes, without recourse, 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 as set forth below $[ ]1 principal amount of the Agent as contemplated below Notes issued pursuant to the Note Agreement (ithe “Assigned Interest”) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Note Agreement and any the other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of Subordinated Debt Documents to which the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) is a party 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 PersonAssigned Interest. The attached schedule hereto contains all contact information, whether known or unknownaddress, arising under or in connection with account and other administrative information relating to the Credit AgreementAssignee. This Assignment shall be binding upon, any other documents or instruments delivered pursuant thereto or and inure to the loan transactions governed thereby or benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any way based on or related to any number of the foregoingcounterparts, 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”)which together shall constitute one instrument. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS ASSIGNMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THEY ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. Effective Date: [ ] 1 Minimum amount and Acceptance, without representation or warranty by the Assignormultiples of $250,000.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) below, the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities identified below Credit Agreement (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swing loans included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the][any] Assignor.. _____________________________

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swing loans included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the][any] Assignor.

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

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”a) 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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject Pursuant to and in accordance with Section 7.03(b) of the Standard Terms and Conditions and the Credit Purchase Agreement, as of the Effective Date inserted by the Agent (as contemplated below (i) the interest in defined below), Scotia Capital hereby sells and assigns absolutely to all Regions, and Regions hereby purchases and assumes from Scotia Capital, that portion of the AssignorScotia Capital’s rights and obligations as a Lender Bank under the Credit Purchase Agreement such that Regions shall have the Bank Commitment as set forth in Section 1(e) below together with all corresponding rights and any other documents or instruments delivered pursuant thereto obligations (the “Assumed Bank Rights and Obligations”), and Scotia Capital shall have the Bank Commitment as set forth in Section 1(e) below together with all corresponding rights and obligations; and Regions hereby acknowledges that represents it will on the amount Effective Date (i) become a party to the Purchase Agreement as a Bank and (ii) assume, perform and comply with all of the 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, as of the Effective Date, the Liberty Purchaser Agent hereby assigns absolutely to the Regions Purchaser Agent, as Purchaser Agent for Regions, that portion and percentage interest identified below of its rights and obligations as a Purchaser Agent corresponding to the Assumed Bank Rights and Obligations assigned by Scotia Capital to Regions pursuant to Section 1(a) above (the “Assumed Purchaser Agent Rights and Obligations”), and the Regions Purchaser Agent hereby acknowledges that it will on the Effective Date (i) become a party to the Purchase Agreement as a Purchaser Agent and (ii) assume, perform and comply with all of such outstanding the Assumed Purchaser Agent Rights and Obligations as if originally named as an original party in the Purchase Agreement as a Purchaser Agent. (c) For the avoidance of doubt, upon the effectiveness of this Section 1 and the assumption by Regions 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 Assignor Assumed Bank Rights and Obligations assigned by Scotia Capital to Regions pursuant to Section 1(a) above 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 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 Regions 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 Regions 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 Regions as a Bank and the Regions Purchaser Agent as a Purchaser Agent, in each case, under the respective facilities identified below Purchase Agreement. (iii) Each of the Seller, the Administrative Agent, the Banks and the Existing Purchaser Agents hereby consents to the addition of Regions as a Bank and as a Purchaser Agent and agrees and acknowledges that, notwithstanding anything to the contrary contained in the Purchase Agreement (including, without limitation, Letters the definition of Credit included “Eligible Assignee”), each of Regions and the Regions Purchaser Agent shall be an Eligible Assignee for all purposes of the Purchase Agreement. (iv) Regions hereby appoints the Regions 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 such facilitiesthe 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 Regions, (y) Regions shall in no event be deemed to be a Related Bank or otherwise related to Liberty, Scotia Capital or the Liberty Purchaser Agent and (iiz) to the extent permitted to Regions Purchaser Agent shall be assigned under applicable law, all claims, suits, causes of action and any other right the Purchaser Agent for Regions. (e) Upon the effectiveness of the Assignor assignment and sale of the Assumed Bank Rights and Obligations, the Bank Commitment of each of the Banks shall be as follows (which Bank Commitments the parties hereto hereby agree and acknowledge shall be immediately superseded by the Bank Commitments set forth in its capacity as a LenderSection 2 hereto): Regions $ 10,000,000 Truist $ 140,000,000 MUFG $ 260,000,000 PNC $ 140,000,000 TD $ 305,000,000 Scotia Capital $ 445,000,000 TOTAL $ 1,300,000,000 (f) against any Person, whether known or unknown, arising under or in In connection with the Credit assignments in this Section 1, each of Scotia Capital and Liberty shall, as applicable, transfer a Receivable Interest or Receivable Interests to Regions in exchange for a cash payment from Regions in an amount equal to the aggregate Capital of such Receivable Interest or Receivable Interests so transferred, so that after giving effect to such transfer or transfers and such cash payment or cash payments, each of Scotia Capital, Liberty and Regions shall hold aggregate outstanding Capital equal to such Investor’s ratable share of the aggregate outstanding Capital of all Investors as of such time (based on the applicable Bank’s Percentage). The Seller hereby consents to the above transfer or transfers of Receivable Interests to Regions. (g) Regions 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 Purchase Agreement, as have been requested by Regions, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. Regions acknowledges that it has, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way Bank and based on or related such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the Purchase Agreement. Regions also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Purchaser Agent, any of their respective Affiliates or any other Bank and based on such documents and information as it shall deem appropriate at the foregoingtime, includingcontinue to make its own decisions in taking or not taking action under this Agreement and the Purchase Agreement. (h) This Agreement is an Assignment and Acceptance for all purposes of the Purchase Agreement. Each of the Seller, but not limited to, contract claims, tort claims, malpractice claims, statutory claims the Existing Purchaser Agents and all other claims at law or in equity related the Administrative Agent hereby acknowledges and agrees that this Agreement constitutes notice to it by each of Scotia Capital and Liberty of the rights and obligations sold and assigned assignments of Receivable Interests pursuant to clause (iSection 1(f) 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignorabove.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and the [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Loan Agreement identified below (as amended, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions for Assignment and Acceptance set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ia) the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents 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 Loan Agreement identified below (including, including without limitation, Letters of Credit limitation any guarantees included in such facilities) and (iib) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan loan-transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name Name of Assignor] (the “Assignor”) and [Insert name Name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”)below, 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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 below, (i) the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under in respect of the respective facilities Classes identified below (including, including without limitation, Letters limitation any letters of Credit credit and swingline loans included in such facilities) Classes), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to 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 that represents 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, including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance Assumption (this “the "Assignment and Acceptance”Assumption") is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) below, the interest in and to all of the Assignor’s 's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such the Assignor's outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitation, Letters of Credit guaranties and swingline loans included in such facilities) and (ii) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, Person whether known or unknown, unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ithereby) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “"Assigned Interest”"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [Insert name of Assignor] the Assignor (the “Assignor”as defined below) and [Insert name of Assignee] the Assignee (the “Assignee”as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto that represents 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 Facility identified below (including, including without limitation, limitation any Letters of Credit and Swingline Loans included in such facilitiesFacility) 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 Personperson, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and [Insert name of Assigneethe][each] Assignee identified in item 2 below (the [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 Third Amended and Restated 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 [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit 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) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the][any] Assignor.

Assignment and Acceptance. This Effective as of the Seventh Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 of this Seventh Amendment (and, for the avoidance of doubt, after giving effect to the effectiveness of that certain Assignment and Acceptance (this “Assignment by and Acceptance”) is between Credit Suisse AG, New York Branch, as assignor, and ▇▇▇▇▇ Fargo Bank, National Association, as assignee, dated effective as of the Effective Date set forth below date hereof): (a) each Lender has, in consultation with the Borrower, agreed to reallocate its respective Commitment; and is entered into by and between [Insert name of Assignor] (the b) for an agreed consideration, each Lender (each, an “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the each other Lender (each, an “Assignee”), and the such Assignee hereby irrevocably purchases and assumes from the such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to Exhibit A) and the Credit Agreement, as of the Seventh Amendment Effective Date inserted by Date, immediately prior to giving effect to the Agent as contemplated below terms of Section 2 of this Seventh Amendment, (i) the interest in and to all of the such Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and the other Credit Documents and any other documents or instruments delivered pursuant thereto that represents thereto, in each case, to the extent related to an amount and percentage interest identified below of all of such outstanding rights and obligations of the such Assignor under the respective facilities identified below Credit Agreement (includingincluding any participations in L/C Obligations), without limitationto the extent necessary so that, Letters of after giving effect thereto, each Lender shall have the Elected Commitment Amount and Revolving Commitment Percentage set forth for such Lender on Schedule 1.1(a) attached to this Seventh Amendment, which Schedule 1.1(a) supersedes and replaces Schedule 1.1(a) to the Credit included Agreement (and Schedule 1.1(a) to the Credit Agreement is hereby amended and restated in such facilitiesits entirety to read as set forth on Schedule 1.1(a) attached hereto); and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Lenders (each in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, LEGAL_US_W # 119262901.9 including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”; and the sales and assignments and purchases and assumptions of the Assigned Interests described in this clause (b) being referred to herein collectively as the “Assignment and Reallocation”). Such sale and assignment is without recourse to the any Assignor and, except as expressly provided in this Assignment and AcceptanceSection 3, without representation or warranty by any Assignor. Each of the Administrative Agent, each Letter of Credit Issuer, each Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation. With respect to the Assignment and Reallocation, each Lender shall be deemed to have sold and assigned its Assigned Interest, and each Lender shall be deemed to have acquired such Assigned Interest pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit A to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each Lender shall be an “Assignee”, (ii) each Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Seventh Amendment Effective Date as defined herein. On the Seventh Amendment Effective Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 13.6(b)(v), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding anything to the contrary in Section 13.6(b)(ii)(C), no Lender shall be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Third First Amended and Restated Credit Loan Agreement identified below (as amended, the “Credit 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents 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 Revolving Commitment (including, without limitation, Letters of Credit included as defined in such facilitiesthe Loan Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert insert name of Assignor] (the “Assignor”) and [Insert insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) below, the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 included in any way based on or related to any such facilities and Letters of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause Credit) (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 to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment Subject to the satisfaction of the conditions precedent set forth in Section 6 below: (a) FSI, EagleFunding and Acceptance Fleet National Bank (this “Assignment collectively the "Fleet Assignors") hereby sell and Acceptance”assign, without recourse, to Bank One, NA (Main Office Chicago) is dated ("Bank One") and Falcon Asset Securitization Corporation ("Falcon") (collectively the "Assignees") and the Assignees hereby purchase, accept and assume, without recourse to or representation or warranty of any kind (except as set forth below) from the Fleet Assignors, effective as of the date first written above (the "Effective Date"), all of the Fleet Assignors' respective rights and obligations under the PSA, the Supplement, the Certificate Purchase Agreement and the other Transaction Documents, together with the rights of the Fleet Assignors to payment in respect of its Pro Rata Share of the Class A Invested Amount (but excluding accrued and unpaid interest, and the amount of any accrued and unpaid fees as of the Effective Date set forth below (such interest and is entered into by and between [Insert name of Assignor] (fees, the “Assignor”"Accrued Fleet Amounts")) and [Insert name of Assignee] the Assignees shall pay to FSI on the Effective Date an amount equal to $41,874,704.52 in consideration thereof. (b) Each Assignee hereby agrees to be bound by all the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions agreements set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationthe PSA, the Assignor hereby irrevocably sells and assigns to Supplement, the Assignee, Certificate Purchase Agreement and the Assignee hereby irrevocably purchases other Transaction Documents, copies of which have been received by each such Assignee. From and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of after the Effective Date inserted by the Agent as contemplated below Date: (i) the interest in and to Fleet Assignors shall relinquish all of their respective rights and be released from all of their respective obligations under the Assignor’s PSA, the Supplement, the Certificate Purchase Agreement and the other Transaction Documents and shall cease to be parties thereto; and (ii) each Assignee shall be a party to and be bound by the provisions of the PSA, the Supplement, the Certificate Purchase Agreement and the other Transaction Documents, to the extent of the interests assigned pursuant hereto, have the rights and obligations of: (A) in the case of Bank One, a Managing Agent (on behalf of a Purchaser Group consisting of Falcon, as the Conduit Purchaser and Bank One as the Committed Purchaser); (B) in the case of Falcon, a Conduit Purchaser; and (C) in the case of Bank One, a Committed Purchaser. (c) Immediately after giving effect to the assignments contemplated in paragraph (a) above, (i) CRC Funding's Pro Rata Share of the Class A Invested Amount shall be $41,874,704.54; (ii) Falcon's Pro Rata Share of the Class A Invested Amount shall be $41,874,704.54; (iii) EagleFunding's Pro Rata Share of the Class A Invested Amount shall be zero, (iv) Citibank, in its capacity as a Lender under Committed Purchaser shall have a Commitment of $50,000,000 ; (v) Bank One, in its capacity as a Committed Purchaser shall have a Commitment of $50,000,000 and (vi) Fleet shall have a Commitment of zero. (d) On or prior to the Credit Agreement Effective Date, (i) CNAI shall surrender for exchange to the Trustee, Elder-Beerman Master Trust, Series 2000-1 Class A Floating Rate Certi▇▇▇▇▇▇, ▇▇▇▇▇ficate No. A-1 issued May 19, 2000 and any other documents or instruments delivered pursuant shall execute a written instrument of transfer with respect thereto that represents in a form satisfactory to the Trustee, (ii) FSI shall surrender for exchange to the Trustee, Elder-Beerman Master Trust, Series 2000-1 Class A Floating Rate Certi▇▇▇▇▇▇, ▇▇▇▇▇ficate No. A-2 issued May 19, 2000 and shall execute a written instrument of transfer with respect thereto in a form satisfactory to the Trustee and (iii) the Transferor shall, in accordance with Section 6.02 of the PSA, execute and deliver to the Trustee, an authentication order directing the Trustee to authenticate and issue (x) to CNAI, an Elder-Beerman Master Trust, Series 2000-1 Class A Floating Rate Certi▇▇▇▇▇▇ ▇▇ ▇▇▇ principal amount of $50,000,000 and percentage interest identified below registered in the name of all CNAI, as Managing Agent on behalf of the Purchasers in its related Purchaser Group and (y) to Bank One, an Elder-Beerman Master Trust, Series 2000-1 Class A Floating Rate Certi▇▇▇▇▇▇ ▇▇ ▇▇▇ principal amount of $50,000,000 and registered in the name of Bank One, as Managing Agent on behalf of the Purchasers in its related Purchaser Group. Upon its receipt of such outstanding rights authentication order, the Trustee shall authenticate and obligations issue to CNAI and Bank One, the Investor Certificates described in clauses (x) and (y) hereof and shall register such Investor Certificates in the Certificate Register in accordance with Section 6.03 of the Assignor under PSA. (e) Each of the respective facilities identified below parties hereto hereby agrees to take such actions as may be necessary in order to effectuate the surrender, exchange and issuance of the Investor Certificates described in paragraph (d) above, including, without limitation, Letters of Credit included in such facilities) executing any and (ii) all documents, agreements, certificates or instruments as may be required pursuant to the extent permitted to be assigned under applicable law, all claims, suits, causes terms of action and the PSA or requested by 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignorparty hereto for such purpose.

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

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Term Loan Agreement identified below (the “Credit 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents 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 limitationlimitation [letters of credit and] guarantees), Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, to contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity equity, related to the rights and obligations sold and assigned pursuant to clause Subsection (i) above (the rights and obligations sold and assigned pursuant to clauses Subsections (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [each, the] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the] [each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all portion of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender [Revolving Lender] [Term Lender][their respective capacities as [Revolving Lenders] [Term Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below [(including, without limitation, Letters of Credit participations in L/C Obligations and Swingline Advances included in such facilities) facilities5)] identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a [Revolving Lender) ] [Term Lender])][the respective Assignors (in their respective capacities as [Revolving Lenders] [Term Lenders])] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant by [the] [any] Assignor 1 For bracketed language here and elsewhere in this form relating to clauses (i) and (ii) above being referred to herein collectively asthe Assignor(s), if the “Assigned Interest”). Such sale and assignment is without recourse to from a single Assignor, choose the Assignor andfirst bracketed language. If the assignment is from multiple Assignors, except as expressly provided in this Assignment and Acceptance, without representation or warranty by choose the Assignorsecond bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”a) 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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject Pursuant to and in accordance with Section 7.03(b) of the Standard Terms and Conditions and the Credit Purchase Agreement, as of the Effective Date inserted by the Agent (as contemplated below (i) the interest in defined below), BMO hereby sells and assigns absolutely to all each of the AssignorRemaining Banks, and each of the Remaining Banks hereby purchases and assumes from BMO, that portion of BMO’s rights and obligations as a Lender Bank under the Credit Purchase Agreement such that each Remaining Bank shall have the Bank Commitment as set forth in Section 1(e) below together with all corresponding rights and obligations (the “Assumed Bank Rights and Obligations”) and BMO shall cease to have any Bank Commitment and any other documents corresponding rights and obligations. (b) Pursuant to and in accordance with Section 7.03(a) of the Purchase Agreement, as of the Effective Date, Fairway hereby sells and assigns absolutely to each of Liberty, Gotham, PNC, ST and TD that portion of its rights and obligations as a Purchaser (including its Receivable Interests) corresponding to the portion of the Assumed Bank Rights and Obligations assigned by BMO to the respective related Remaining Bank of, or instruments delivered that is, such assignee pursuant thereto that represents to Section 1(a) above (the amount “Assumed Purchaser Rights and percentage interest identified below Obligations”). (c) For the avoidance of all doubt, upon the effectiveness of such outstanding this Section 1 and the assumption by and assignment to (x) the Remaining Banks of the Assumed Bank Rights and Obligations and (y) Liberty, Gotham, PNC, ST and TD of the Assumed Purchaser Rights and Obligations, the rights and obligations of the Assignor BMO as a Bank and a Purchaser Agent and of Fairway as a Purchaser, in each case, under the respective facilities identified below Purchase Agreement shall be extinguished and of no further force and effect; provided that each of BMO and Fairway shall continue to have the benefit of all indemnities and other agreements under the Purchase Agreement which survive the termination of the Purchase Agreement. (includingd) Seller hereby consents to (x) the assignment by BMO of the Assumed Bank Rights and Obligations to the Remaining Banks pursuant to Section 7.03(b) of the Purchase Agreement, without limitation, Letters of Credit included in such facilities) and (iiy) the assignment by Fairway of the Assumed Purchaser Rights and Obligations to Liberty, Gotham, PNC, ST and TD pursuant to Section 7.03(a) of the Purchase Agreement. (e) Upon the effectiveness of the assignment and sale of the Assumed Bank Rights and Obligations, the Bank Commitment of each of the Remaining Banks shall be as follows (and each Bank’s Percentage shall be that percentage determined pursuant to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Purchase Agreement as amended by this Agreement): ST $ 125,000,000 BTMU $ 140,000,000 PNC $ 125,000,000 TD $ 210,000,000 Scotia Capital $ 375,000,000 TOTAL $ 975,000,000.00 (in its capacity as a Lenderf) against any Person, whether known or unknown, arising under or in In connection with the Credit Agreementsales and assignments in this Section 1, any other documents Fairway shall transfer a Receivable Interest or instruments delivered pursuant thereto or Receivable Interests to each of Liberty, Gotham, PNC, ST and TD in exchange for a cash payment from such Person in an amount equal to the loan transactions governed thereby or in any way aggregate Capital of such Receivable Interests so transferred to such Person, so that after giving effect to such transfers of Receivable Interests and such cash payments, each of Liberty, Gotham, PNC, ST and TD shall hold aggregate outstanding Capital equal to such Person’s ratable share of the aggregate outstanding Capital of all Investors as of such time (based on or related the applicable Bank’s Percentage, as determined in accordance with the parenthetical in Section 1(e)). The Seller hereby consents to any the above transfers of Receivable Interests to each of Liberty, Gotham, PNC, ST and TD. (g) This Agreement is an Assignment and Acceptance for all purposes under the Purchase Agreement. Each of the foregoingSeller, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims the Remaining Purchaser Agents and all other claims at law or in equity related the Administrative Agent hereby acknowledges and agrees that this Agreement constitutes notice to it by Fairway of the rights and obligations sold and assigned assignments of Receivable Interests pursuant to clause (iSection 1(f) 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignorabove.

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

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the “Assignor”) and [Insert name of Assignee] 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 Third Amended and Restated Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and [Insert name of Assigneethe][each] Assignee identified in item 2 below (the [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions (“the Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the][any] Assignor.. CHICAGO/#2690919.4

Assignment and Acceptance. Reference is made to (a) that certain Loan Agreement, dated as of December 5, 2019 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Loan Agreement”), by and between Grass River Warehouse Facility Entity Two, LLC, as initial administrative agent (in such capacity, “Initial Administrative Agent”), and 730 FRANKLIN LLC, a Delaware limited liability company (“Borrower”) as Borrower, and (b) that certain A/B Co-Lender Agreement dated as of [__________] (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “A/B Co-Lender Agreement”), by and among Initial Administrative Agent, Grass River Warehouse Facility Entity Two, LLC, as the initial Note-A Holder (in such capacity, the “Initial Note-A Holder”) and [NOTE-B CO-LENDER], as the initial Note-B Holder (in such capacity, “Initial Note-B Holder”). Terms defined in the Loan Agreement, and the A/B Co-Lender Agreement are used herein with the same meaning. This Assignment and Acceptance Acceptance, between the Assignor (this “Assignment as identified on Schedule 1 hereto) and Acceptance”the Assignee (as identified on Schedule 1 hereto) is dated as of the Effective Date set forth below and is entered into by and between (as specified on Schedule 1 attached hereto, the “Effective Date”). [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells sells, assigns and assigns transfers to the Assigneeundersigned Assignee without recourse to Assignor and without representation or warranty, and the Assignee hereby irrevocably purchases and assumes 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 Date, the Agent as contemplated below note(s) described in Schedule 1 hereto (i) the interest “Note”), together with a corresponding pro rata share in and to all of the Assignor’s rights and obligations as a Lender under the Credit Loan Agreement and any the other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below Loan Documents (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 Assignee hereby becomes a party to, and assignment is without recourse Noteholder under, the A/B Co-Lender Agreement and the Loan Documents. Assignor hereby irrevocably sells, assigns and transfers to and Assignee accepts, assumes and agrees to perform, pay or discharge, with respect to the Assigned Interest, (i) its obligations as a Noteholder under the A/B Co-Lender Agreement and (ii) all obligations of Assignor, as holder of the Note, under the Loan Documents, accruing from and after the Effective Date. Except as set forth in the A/B Co-Lender Agreement, Assignor and(a) makes no representation or warranty and assumes no responsibility with respect to any statements, except as expressly provided warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the A/B Co-Lender Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the A/B Co-Lender Agreement or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of Borrower’s obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Documents, together with copies of the financial statements 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 Assignment and Acceptance; (c) confirms that it has received a copy of the Co-Lender Agreement; (d) agrees that it will, independently and without representation reliance upon Assignor, Administrative Agent, Servicer, or warranty any other person which has become a Noteholder 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 Agreement and Co-Lender Agreement; (e) appoints and authorizes Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Administrative Agent by (and subject to) the terms of the Co-Lender Agreement, together with such powers as are incidental thereto; (f) agrees that it will be bound by the provisions of the Loan Agreement, the other Loan Documents and A/B Co-Lender Agreement and will perform in accordance with their terms all the obligations which by the terms of such agreements are required to be performed by it as a Noteholder, (g) agrees that, if it is organized under the laws of a jurisdiction outside the United States, it shall deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty and (h) effective as of the date hereof, hereby makes the representations and warranties set forth in Section 2.5(c) of the A/B Co-Lender Agreement (which representations and warranties are hereby incorporated by reference) for the benefit of Administrative Agent and the other Noteholders. Assignee represents and warrants that (A) it is (i) a Qualified Transferee (as defined in the A/B Co-Lender Agreement), (ii) a Qualified Transferee (as defined in the Loan Agreement), and (iii) a permitted transferee pursuant to Section 3.2 of the A/B Co-Lender Agreement, and (B) it has satisfied all conditions and requirements for the transfer of the Assigned Interest (if any) set forth in the Loan Documents). This Assignment and Acceptance is conditioned upon its acceptance and consent by Administrative Agent (in accordance with the terms of the A/B Co-Lender Agreement) and payment by Assignee, on the Effective Date, of the purchase price for the Note as specified in a separate agreement or settlement statement with the Assignor. The execution of this Assignment and Acceptance by Administrative Agent is evidence of its acceptance and consent by Administrative Agent. Upon such acceptance, consent and payment, from and after the Effective Date, Administrative Agent (or Servicer on its behalf) shall make all payments in respect of the Note to Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. Assignor and Assignee shall make all appropriate adjustments in payments by Administrative Agent (or Servicer on its behalf) for period prior to the Effective Date or with respect to the making of this Assignment directly between themselves. From and after the Effective Date: (a) Assignee shall be a party to the Loan Agreement (and deemed to be a Lender thereunder) and the A/B Co-Lender Agreement, and, with respect to the Note, have the rights and obligations of a Noteholder thereunder and under the other Loan Documents and shall have the benefit of and be bound by the provisions thereof, and (b) Assignor shall have, with respect to the portion of the Loan represented by the Note assigned hereby, relinquished its rights and be released from its obligations under the Loan Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. This Assignment and Acceptance may be executed in any number of counterparts (including counterparts in “PDF” or other electronic format), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below __________, and is entered into by and between [Insert name of Assignorbetween] [among] [the] [each] 1 Assignor identified in item 1 below (the [the] [each, an] “Assignor”) and [Insert name of Assigneethe] [each]2 Assignee identified in item 2 below (the [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 assigned to them such terms in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the] each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and the [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of [the Assignor’s ’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender Revolving Lender][their respective capacities as Revolving Lenders] [its capacity as a FILO Lender] [their respective capacities as FILO Lenders] [its capacity as an ABL Term Lender] [their respective capacities as ABL Term Lenders] under the Credit Agreement and any the other documents or instruments delivered pursuant thereto that represents Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor] [the respective Assignors] under the respective facilities identified below [(including, without limitation, Letters participations in Letter of Credit Outstandings and Swingline Loans included in such facilities) facilities)]5 and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Revolving Lender) )] [the respective Assignors (in their respective capacities as Revolving Lenders)] [the Assignor (in its capacity as a FILO Lender)] [the respective Assignors (in their respective capacities as FILO Lenders)] [the Assignor (in its capacity as an ABL Term Lender)] [the respective Assignors (in their respective capacities as ABL Term Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto Loan Document or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or 1 For bracketed language here and elsewhere in equity related this form relating to the rights and obligations sold and assigned pursuant to clause (i) above (Assignor(s), if the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to from a single Assignor, choose the Assignor andfirst bracketed language. If the assignment is from multiple Assignors, except as expressly provided in this Assignment and Acceptance, without representation or warranty by choose the Assignorsecond bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Loan Agreement identified below (as amended, the “Credit 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (ia) the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents 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, including without limitation, Letters limitation any letters of Credit credit and guarantees included in such facilities) and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended Credit and Restated Credit Guaranty Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions for Assignment and Acceptance set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation, Letters limitation any letters of Credit credit and guarantees included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptancethe Credit Agreement, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe] [each] Assignor identified in Item 1 below (the [the] [each, an] “Assignor”) and [Insert name of Assigneethe] [each] Assignee identified in Item 2 below (the [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and the [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s ’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor] [the respective Assignors] under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a 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 [the] [an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the] [any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the] [any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Closing Date set forth below and is entered into by and between [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 Third Amended and Restated 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Closing Date inserted by the Administrative Agent as contemplated below (ia) the interest in and to 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 that represents 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 (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swingline loans included in such facilities) and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swing loans included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 pursuant by [the][any] Assignor to clauses (i) [the][any] Assignee 1 For bracketed language here and (ii) above being referred elsewhere in this form relating to herein collectively asthe Assignor(s), if the “Assigned Interest”). Such sale and assignment is without recourse to from a single Assignor, choose the Assignor andfirst bracketed language. If the assignment is from multiple Assignors, except as expressly provided in this Assignment and Acceptance, without representation or warranty by choose the Assignorsecond bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]1 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swing loans included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) Reference is made to the Class A-L Loan Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the Effective Date set forth below “Class A-L Loan Agreement”) among Owl Rock CLO VIII, LLC, a Delaware limited liability company (the “Borrower”), the Class A-L Lenders party thereto (the “Lenders”) and is State Street Bank and Trust Company, as loan agent (the “Loan Agent”), relating to the Class A-L Loan made thereunder and secured under the Indenture and Security Agreement dated as of October 21, 2022 (as amended, modified, restated and supplemented from time to time, the “Indenture”), entered into by the Borrower and between [Insert name of Assignor] State Street Bank and Trust Company, as collateral trustee (together with any successor under the Indenture, the “Collateral Trustee”). Terms used but not defined herein have the respective meanings given to such terms in (or incorporated by reference in) the Class A-L Loan Agreement. The Assignor named on the signature pages hereof (the “Assignor”) hereby sells and [Insert name of Assignee] assigns to the Assignee named on the signature pages hereof (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, effective as of the Effective Assignment Date inserted by set forth below, the Agent as contemplated interests set forth below (ithe “Assigned Interest”) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (Class A-L Loan Agreement, including, without limitation, Letters the interests set forth below in the Class A-L Loan held by (and outstanding principal amount of Credit included in such facilitiesthe Class A-L Loan held by) the Assignor on the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Class A-L Loan Agreement and the Indenture. From and after the Assignment Date (iiA) the Assignee shall be a party to and be bound by the provisions of the Class A-L Loan Agreement and, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any PersonAssigned Interest, 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 have the rights and obligations sold of a Lender thereunder and assigned pursuant (B) the Assignor shall, to clause (i) above (the extent of the Assigned Interest, relinquish its rights and be released from its obligations sold under the Class A-L Loan Agreement. The Assignor hereby represents and assigned pursuant warrants to clauses (i) and (ii) above being referred to herein collectively asthe Assignee that, as of the Assignment Date, the “Assignor owns the Assigned Interest”)Interest free and clear of any lien or other encumbrance. Such sale and assignment is without recourse The Assignee hereby makes to the Assignor andAssignor, except the Borrower, the Collateral Manager, and the Collateral Trustee all of the representations and warranties, and agrees to comply with the applicable covenants of the Class A-L Lenders, set forth in Section 3.02 of the Class A-L Loan Agreement. Each of the parties hereby covenants and agrees that so long as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.Assignee is a registered Lender:

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Loan Agreement identified below (as amended, the “Credit "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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ia) the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents 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 (includingincluding without limitation any letters of credit, without limitationguarantees, Letters of Credit and swingline loans included in such facilities) and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment (a) Crédit Agricole hereby resigns as Administrative Agent, Related Committed Purchaser and Acceptance (this “Assignment LC Bank under the Transaction Documents and Acceptance”) 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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and connection with that resignation assigns to Scotiabank, as the AssigneeSuccessor Administrative Agent, Successor Related Committed Purchaser and the Successor LC Bank, without recourse and without representation or warranty, and the Assignee Scotiabank hereby irrevocably purchases accepts and assumes from the AssignorCrédit Agricole, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of the AssignorCrédit Agricole’s rights and obligations as a Lender Administrative Agent, Related Committed Purchaser and LC bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto Transaction Documents; provided, however, that represents Crédit Agricole shall retain its rights with respect to (i) the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) Numbers 108437003, 108437006, and 119237028, each issued by Crédit Agricole for the account of the Seller pursuant to the Receivables Purchase Agreement, and (ii) the accounts related thereto and described in a Letter of Credit Application; and provided further, that nothing in this Amendment shall be read to make Scotiabank liable for the acts or omissions, if any, of Crédit Agricole prior to the extent permitted to be assigned date hereof; (b) The Resigning Conduit Purchaser hereby resigns as the Conduit Purchaser under applicable law, all claims, suits, causes of action the Receivables Purchase Agreement 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 that resignation assigns to the Successor Conduit Purchaser, without recourse and without representation or warranty, and the Successor Conduit Purchaser hereby accepts and assumes from the Resigning Conduit Purchaser, all of its rights and obligations sold as Conduit Purchaser under the Receivables Purchase Agreement; provided, that nothing in this Amendment shall be read to make the Successor Conduit Purchaser liable for the acts or omissions, if any, of the Resigning Conduit Purchaser prior to the date hereof; (c) Following the assignments set forth in Sections 1(a) and assigned pursuant to clause (b) above, (i) above (Crédit Agricole will no longer have rights or obligations as the rights Administrative Agent, Related Committed Purchaser and obligations sold and assigned pursuant to clauses (i) LC Bank and (ii) above being referred to herein collectively asAtlantic will no longer have rights or obligations of a Conduit Purchaser under the Receivables Purchase Agreement. From and after the date hereof, the “Assigned Interest”). Such sale and assignment is without recourse such parties will no longer be party to the Assignor and, except Transaction Documents; (d) The Resigning Administrative Agent hereby authorizes the Successor Administrative Agent to file such UCC-3 Amendments as expressly provided are necessary or desirable to show the transfer to Scotiabank of all security interests in this Assignment favor of Crédit Agricole Corporate and Acceptance, without representation or warranty by Investment Bank under the AssignorTransaction Documents.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes 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) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance), (i) of the Assignor's Commitment, without representation together with a corresponding portion of the Assignor's outstanding Revolving Loans and of the Assignor's rights and obligations in respect of its participation (whether funded or warranty unfunded) in Swing Line Loans and L/C Obligations; and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the other Loan Documents (all of the foregoing being herein called the "Assigned Rights and ------------------- Obligations"). (b) With effect on and after the Assignment Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and --------- succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Pro Rata Share equal to _______%. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that (i) as of the Assignment Effective Date, the Pro Rata Share of the Assignor shall be reduced to _______% and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, -------- ------- that the Assignor shall not relinquish its rights under Article IV or Section 12.4 or 12.5 of the Credit Agreement in respect of the Assigned Rights and Obligations to the extent such rights relate to the time prior to the Assignment Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Assignment Effective Date the Assignee's Commitment will be $_____________ and the Assignor's Commitment will be $________________.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and [Insert name of Assigneethe][each] Assignee identified in item 2 below (the [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 Third Amended and Restated 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 [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation, limitation any Letters of Credit 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) 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 as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the [the][any] Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [Insert name of AssignorINSERT NAME OF ASSIGNOR] (the “Assignor”) and [Insert name of AssigneeINSERT NAMES OF ASSIGNEE(S)] (the “AssigneeAssignee[s]”). [It is understood and agreed that the rights and obligations of the Assignees hereunder are several and not joint]. Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as may be amended from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the [the][each] Assignee, and the [the][each] Assignee hereby irrevocably purchases and assumes 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 below, (i) the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit 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 Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated 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 set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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 (ia) the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ia) above (the rights and obligations sold and assigned pursuant to clauses (ia) and (iib) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]6 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]7 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]8 hereunder are several and not joint.]9 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Loan Agreement identified below (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents in the amount amount[s] and equal to the percentage interest interest[s] identified below of all of such the outstanding rights and obligations of the Assignor under the respective facilities identified below (includingbelow, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 6 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment (a) Subject to the terms and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part conditions of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationAcceptance, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes 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) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Acceptance) ___% (the “Assignee’s Percentage Share”) of (A) the Assignor’s Revolving Loan Commitment [and Loans], without representation or warranty (B) the Assignor’s Term Revolving Loan Commitment [and Loans] [AFTER CONVERSION Assignor’s Term Revolving Loans Outstanding, and (C) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents. (b) With effect on and after the Assignment Closing Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a [Pro Rata Share of the Revolving] Commitment in the aggregate amount set forth in Section 1(c) below. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the Assignorterms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Loan Commitment of the Assignor shall, as of the Assignment Closing Date, be reduced by an amount equal to the portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, that the Assignor shall not relinquish its rights under Article IV or Sections 11.04 and 11.05 of the Credit Agreement to the extent such rights relate to the time prior to the Assignment Closing Date. (c) After giving effect to the assignment and assumption set forth herein, on the Assignment Closing Date: (i) the Assignee’s Revolving Loan Commitment will be $__________; (ii) the Assignee’s aggregate outstanding Revolving Loans will be $__________; [

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and AcceptanceAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert insert name of Assignor] (the “Assignor”) and [Insert insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) below, the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 to the Assignor and, except as expressly provided in this Assignment and AcceptanceAssignment, without representation or warranty by the Assignor.

Assignment and Acceptance. Reference is made to (a) that certain Loan Agreement, dated as of February 19, 2020 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Loan Agreement”), by and between Grass River Warehouse Facility Entity Two, LLC, as initial administrative agent (in such capacity, “Initial Administrative Agent”), and ▇▇▇▇▇▇▇ Aire, LLC (“Azad Borrower”) and Mont Belvieu Properties V, LLC (“▇▇▇▇▇▇▇▇ Borrower”), each a Delaware limited liability company (Azad Borrower and ▇▇▇▇▇▇▇▇ Borrower, jointly and severally, as tenants-in-common and co-borrowers, “Borrower”), as Borrower, and (b) that certain A/B Co-Lender Agreement dated as of March 2, 2020 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “A/B Co-Lender Agreement”), by and among Initial Administrative Agent, Grass River Warehouse Facility Entity Two, LLC, as the initial Note-A Holder (in such capacity, the “Initial Note-A Holder”) and [NOTE-B CO-LENDER], as the initial Note-B Holder (in such capacity, “Initial Note-B Holder”). Terms defined in the Loan Agreement, and the A/B Co-Lender Agreement are used herein with the same meaning. This Assignment and Acceptance Acceptance, between the Assignor (this “Assignment as identified on Schedule 1 hereto) and Acceptance”the Assignee (as identified on Schedule 1 hereto) is dated as of the Effective Date set forth below and is entered into by and between (as specified on Schedule 1 attached hereto, the “Effective Date”). [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells sells, assigns and assigns transfers to the Assigneeundersigned Assignee without recourse to Assignor and without representation or warranty, and the Assignee hereby irrevocably purchases and assumes 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 Date, the Agent as contemplated below note(s) described in Schedule 1 hereto (i) the interest “Note”), together with a corresponding pro rata share in and to all of the Assignor’s rights and obligations as a Lender under the Credit Loan Agreement and any the other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below Loan Documents (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 Assignee hereby becomes a party to, and assignment is without recourse Noteholder under, the A/B Co-Lender Agreement and the Loan Documents. Assignor hereby irrevocably sells, assigns and transfers to and Assignee accepts, assumes and agrees to perform, pay or discharge, with respect to the Assigned Interest, (i) its obligations as a Noteholder under the A/B Co-Lender Agreement and (ii) all obligations of Assignor, as holder of the Note, under the Loan Documents, accruing from and after the Effective Date. Except as set forth in the A/B Co-Lender Agreement, Assignor and(a) makes no representation or warranty and assumes no responsibility with respect to any statements, except as expressly provided warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the A/B Co-Lender Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the A/B Co-Lender Agreement or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of Borrower’s obligations under the Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Documents, together with copies of the financial statements 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 Assignment and Acceptance; (c) confirms that it has received a copy of the Co-Lender Agreement; (d) agrees that it will, independently and without representation reliance upon Assignor, Administrative Agent, Servicer, or warranty any other person which has become a Noteholder 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 Agreement and Co-Lender Agreement; (e) appoints and authorizes Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Administrative Agent by (and subject to) the terms of the Co-Lender Agreement, together with such powers as are incidental thereto; (f) agrees that it will be bound by the provisions of the Loan Agreement, the other Loan Documents and A/B Co-Lender Agreement and will perform in accordance with their terms all the obligations which by the terms of such agreements are required to be performed by it as a Noteholder, (g) agrees that, if it is organized under the laws of a jurisdiction outside the United States, it shall deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty and (h) effective as of the date hereof, hereby makes the representations and warranties set forth in Section 2.5(c) of the A/B Co-Lender Agreement (which representations and warranties are hereby incorporated by reference) for the benefit of Administrative Agent and the other Noteholders. Assignee represents and warrants that (A) it is (i) a Qualified Transferee (as defined in the A/B Co-Lender Agreement), (ii) a Qualified Transferee (as defined in the Loan Agreement), and (iii) a permitted transferee pursuant to Section 3.2 of the A/B Co-Lender Agreement, and (B) it has satisfied all conditions and requirements for the transfer of the Assigned Interest (if any) set forth in the Loan Documents). This Assignment and Acceptance is conditioned upon its acceptance and consent by Administrative Agent (in accordance with the terms of the A/B Co-Lender Agreement) and payment by Assignee, on the Effective Date, of the purchase price for the Note as specified in a separate agreement or settlement statement with the Assignor. The execution of this Assignment and Acceptance by Administrative Agent is evidence of its acceptance and consent by Administrative Agent. Upon such acceptance, consent and payment, from and after the Effective Date, Administrative Agent (or Servicer on its behalf) shall make all payments in respect of the Note to Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. Assignor and Assignee shall make all appropriate adjustments in payments by Administrative Agent (or Servicer on its behalf) for period prior to the Effective Date or with respect to the making of this Assignment directly between themselves. From and after the Effective Date: (a) Assignee shall be a party to the Loan Agreement (and deemed to be a Lender thereunder) and the A/B Co-Lender Agreement, and, with respect to the Note, have the rights and obligations of a Noteholder thereunder and under the other Loan Documents and shall have the benefit of and be bound by the provisions thereof, and (b) Assignor shall have, with respect to the portion of the Loan represented by the Note assigned hereby, relinquished its rights and be released from its obligations under the Loan Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. This Assignment and Acceptance may be executed in any number of counterparts (including counterparts in “PDF” or other electronic format), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”a) is dated as For the purposes of the Effective Date set forth below and is entered into by and between [Insert name assignment contemplated herein, the provisions of Assignor] (ss.19.1 of 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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed waived and the parties hereto hereby consent and agree to such assignment. (b) Each of Comerica Bank and incorporated herein by reference and made a part The Sumitomo Bank of this Assignment and Acceptance as if set forth herein in full. For an agreed considerationCalifornia (collectively, the Assignor "Assignors") hereby irrevocably sells and assigns to the Assigneeeach of BankBoston, N.A., Bank of America National Trust and Savings Association, and ABN Amro Bank N.V. (collectively, the "Assignees"), and each Assignee hereby irrevocably purchases and assumes from the each Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as a certain percentage of the Effective Date inserted by the Agent as contemplated below (i) the interest in and to all of the each such Assignor’s 's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of such outstanding rights and obligations as of the Assignor under the respective facilities identified below (effective date hereof, including, without limitation, Letters such percentage interest in each such Assignor's Commitment as in effect on the effective date, and the outstanding amount of the Revolving Credit Loans, Letter of Credit included Participation and Bankers' Acceptance Participation owing to each Assignor on the effective date and the Revolving Credit Note held by each Assignor (such interest being hereinafter referred to as the "Assigned Portion") such that, after giving effect to the assignments contemplated hereby, the respective Commitments, Commitment Percentages of each Assignor shall be zero, and the respective Commitments and Commitment Percentages of each Assignee (after giving effect to the increase in such facilitiesthe Total Commitment contemplated by this Third Amendment) shall be as set forth on Schedule 1 attached hereto, and each Assignee shall have that percentage interest in all Revolving Credit Loans, Letter of Credit Participations and Bankers Acceptance Participations. Notwithstanding any term or provision of ss.19 of the Credit Agreement to the contrary, the execution and delivery hereof by each Assignor, each Assignee, the Agent and the Borrower shall constitute an Assignment and Acceptance delivered in accordance with the Credit Agreement and shall be effective in respect of the assignment contemplated hereby. (c) each Assignor (i) represents and warrants (as to itself only and not as to the other Assignor) that as of the date hereof, its Commitment and Commitment Percentage is sufficient to give effect to this Assignment and Acceptance; (ii) makes no representation or warranty, express or implied, and assumes no responsibility with respect to the extent permitted to be assigned under applicable lawany statements, all claims, suits, causes of action and any other right of the Assignor (warranties or representations made in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other documents Loan Documents or instruments delivered any other instrument or document furnished pursuant thereto or the loan transactions governed thereby attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in any way based on or related to respect of any of the foregoingObligations, includingor the performance or observance by the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (iv) requests that in connection with such assignment as set forth herein the Borrower exchange the Revolving Credit Notes of each Assignor for new Revolving Credit Notes, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related each dated as of the effective date hereof payable to the rights order of each Assignee in the principal amount of the Commitment set forth opposite each Assignee's name on Schedule 1 to the Credit Agreement as amended hereby and obligations sold and assigned pursuant each such new note shall be deemed to clause be a "Revolving Credit Note" under the Credit Agreement. (d) each Assignee (i) above represents and warrants (as to itself only and not as to any other Assignee) that it has received a copy of the rights Credit Agreement and obligations sold the other Loan Documents, together with copies of the financial statements referred to in ss.9 of the Credit Agreement and assigned pursuant such other documents and information as it deems appropriate to clauses (i) make its own credit analysis and decision to enter into this agreement, that it is an Eligible Assignee under the Credit Agreement and that all acts, conditions and things required to be done and performed have occurred prior to the execution, delivery and performance of this assignment, and to render the same the legal, valid and binding obligation of each such Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (ii) above being referred to herein collectively asagrees that it will, independently and without reliance upon any Assignor, the “Assigned Interest”). Such sale Agent or any other Bank and assignment is without recourse based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty Agent by the Assignorterms thereof, together with such powers as are reasonably incidental thereto, and agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Bank. (e) Upon the effectiveness of the assignment contemplated hereby, each Assignor shall return to the Borrower its Revolving Credit Note, marked "Cancelled".

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert insert name of Assignor] (the “Assignor”) and [Insert insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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 below, (i) the interest in and to all or a portion of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents 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 Credit Facilities identified below (including, without limitation, Letters of Credit to the extent included in any such facilitiesCredit Facilities, any Letter of Credit) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each]5 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and [Insert name of Assigneethe][each]6 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]7 hereunder are several and not joint.]8 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Loan Agreement identified below (as amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) the interest in and to all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents in the amount amount[s] and equal to the percentage interest interest[s] identified below of all of such the outstanding rights and obligations of the Assignor under the respective facilities identified below (includingbelow, without limitation, Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. 5 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] JPMorgan Chase Bank, N.A. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit Guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

Assignment and Acceptance. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [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 Third Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to all of the Assignor’s rights and obligations as a Lender Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents 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 Credit Agreement identified below (including, without limitation, Letters of Credit guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBank) 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 to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

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

Assignment and Acceptance. This Assignment and Acceptance (this the “Assignment and Acceptance”) 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 Third Amended and Restated Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes 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) the interest in and to 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 that represents 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, including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personperson, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.