Common use of Assignment and Assumption Agreement Clause in Contracts

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and 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 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 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 Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Shell Petroleum N.V. hereby acknowledges and consents to the assignment and assumption agreement (the "Assignment and Assumption Agreement") ----------------------------------- attached hereto as Exhibit A, pursuant to which the Assignor has assigned, --------- transferred and conveyed, and the Assignee has received and accepted from the Assignor, all of the Assignor's rights and obligations relating to or under the Executed Documents, and the Assignee has agreed to assume all of the Assignor's liabilities relating to or under the Executed Documents and to be bound by all the terms of the Executed Documents. Effective after any such assignment, Assignee will be considered the BUYER (as such term is defined in the Master Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be amended or supplemented from time to time (the “"Master Sale Agreement"). --------------------- Shell Petroleum N.V. agrees that all notices required or permitted under the terms and provisions of the Assignment and Assumption”) is dated as Assumption Agreement and the Executed Documents shall be given to the Assignee, in the respective manner provided for notices to be given under such applicable agreement at the address of the Effective Date Assignee set forth below therein, or at such other address as the Assignee shall from time to time designate in accordance with the notice provisions of such applicable agreement. For the benefit of the Assignee, Shell Petroleum N.V. hereby acknowledges that the provisions hereof shall constitute its written consent to the assignment, transfer and conveyance contemplated by the Assignment and Assumption Agreement. The Assignee's address is entered into by and between [Insert name as follows: RPP Holdings LLC c/o Apollo Management IV, L.P. 1301 Avenue of Assignor] the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx Facsimile: (the “Assignor”000) and [Insert name of Assignee] 000-0000 with a copy to: X'Xxxxxxxx Graev & Karabell, LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq. Facsimile: (the “Assignee”). 000) 000-0000 Capitalized terms used herein, but not otherwise defined herein herein, shall have the meanings given attributed to them in the 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 Assumption as if set forth herein in fullAgreement. 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) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SHELL PETROLEUM N.V.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and Assumption”) Agreement is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Lender identified in item 1 below (the “Assignor”) and [Insert name of Assignee] the Eligible Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Assumption Agreement 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) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Assignor respective facilities identified below (including without limitation any letters Letters of credit, guarantees, and swingline loans Credit included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action action, and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known know or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims 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 Assignor to Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively 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 AssumptionAssumption Agreement, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and 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 Credit Agreement identified below (as amended, supplemented, replaced, restated 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 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) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 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 loan-transactions governed thereby or in any way based on or related to any of the foregoing, including 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 Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment assignment and Assumption assumption agreement dated _____, is between This Asset Purchase Agreement (the this “Assignment and AssumptionAgreement”) is dated as of the Effective Date set forth below and is entered into by and between on [Insert name of Assignor_____] (the “AssignorEffective Date”) and ), between [Insert name of Assignee_____], a [STATE] [corporation/limited liability company] (the “AssigneeBuyer”), and [_____], a [STATE] [corporation/limited liability company] (the “Seller”). The assumption accomplished by this assumption agreement is in partial consideration of the purchase by the Buyer of certain assets of the Seller, under an asset purchase agreement, dated _____, between the Seller and the Buyer (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall in this assumption agreement have the meanings given ascribed to them in the Credit Agreement identified below (as amended, the “Credit Purchase 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 Seller hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationsells, the Assignor hereby irrevocably sells conveys, transfers, and assigns to the AssigneeBuyer, and the Assignee hereby irrevocably purchases Buyer’s successors and assumes from assigns, all the AssignorSeller’s rights, title, and interest in the Assumed Contracts identified in the Purchase Agreement, and subject to and in accordance with the Standard Terms and Conditions and terms of the Credit Agreement, Purchase Agreement as of the Effective Date inserted Time. The Buyer hereby assumes, accepts, and undertakes, and agrees to fully assume, pay, perform, and discharge when due, all the Seller’s obligations and duties under the Assumed Liabilities as defined in the Purchase Agreement to be paid, performed, and discharged by the Agent as contemplated below (i) Seller after the Effective Time. The Buyer shall take all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of creditfurther actions, guaranteesexecute, and swingline loans included therein) deliver all further documents, and (ii) to do all other acts as the extent permitted to be assigned under applicable law, all claims, suits, causes Seller may reasonably request for the purpose of action carrying out the intent of this assignment and any other right of the Assignor (assumption agreement. Nothing contained 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 this assignment and assumption agreement will in any way based on supersede, modify, replace, amend, change, rescind, waive, or related to otherwise affect any of the foregoingprovisions, including contract claimsthe representations, tort claimswarranties, malpractice claimsand agreements of the Buyer and the Seller set forth in the Purchase Agreement, statutory claims this assignment and all other claims at law or assumption agreement being intended only to effect the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities by the Buyer under the Purchase Agreement. This assignment and assumption agreement will be governed by, and interpreted and enforced in equity related to accordance with, the rights and obligations sold and assigned pursuant to clause (i) above (laws of 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 AssumptionState of [_____], without representation regard to conflicts of law principles. If any party, any of its affiliates, or warranty by any person claiming by, through or under a party, commences any legal proceeding against the Assignorother party, including the filing of suit, the state and federal courts of Missouri will have exclusive jurisdiction, and the parties agree that venue therein will be proper. [Signature page follows.] This assignment and assumption agreement is signed as of the date first written above. [COMPANY] By: [NAME] [TITLE] [COMPANY] By: [NAME]

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and 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 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 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 Agent as contemplated below (i) below, 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 to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of under the Assignor respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline loans included therein) and (ii) in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor (in its capacity as a 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 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 thereby) (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 Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (Agreement, together with a processing and recordation fee of $3,500, and the “Assignment and Assumption”) assignee, if it is dated as of not a Lender, shall deliver to 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 Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged Administrative Agent an administrative questionnaire provided by the AssigneeAdministrative Agent. The Standard Terms (v) No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and Conditions set forth recording thereof by the Administrative Agent pursuant to Section 12.8.3 [Register], from and after the effective date specified in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this each Assignment and Assumption as if set forth herein in full. For an agreed considerationAgreement, the Assignor hereby irrevocably sells and assigns assignee thereunder shall be a party to this Agreement and, to the Assigneeextent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the Assignee hereby irrevocably purchases assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Assumption Agreement, as be released from its obligations under this Agreement (and, in the case of the Effective Date inserted by the Agent as contemplated below (i) an Assignment and Assumption Agreement covering all of the Assignorassigning Lender’s rights and obligations in its capacity under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.4 [SOFR Unavailable; Etc.], 5.8 [Increased Costs], and 12.3 [Expenses, Indemnity; Xxxxxx Xxxxxx] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.8.2 shall be treated for purposes of this Agreement as a sale by such Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of a participation in such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) 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 accordance with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”)Section 12.8.4 [Participations]. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor12.8.3.

Assignment and Assumption Agreement. This The County of San Diego (“County”), acting through its Chief Administrative Officer and Purchasing Agent, and Enterprise Services, LLC (“Contractor”), a Limited Liability Company, are Parties to the Information Technology and Telecommunications Service Agreement dated as of November 15, 2016 (the “Agreement”), pursuant to which the County has agreed to convey, assign, transfer, and deliver to Contractor the Assigned Leases and the Assigned Contracts described in the Agreement (collectively, the “Assigned Assets”). The Agreement is incorporated by this reference, and terms capitalized in this Assignment and Assumption (the “Assignment and 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 Agreement but not defined herein shall have the meanings given ascribed to them in the Credit Agreement identified below (as amendedAgreement. For valuable consideration, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the AssigneeParties, the County does hereby sell, transfer, assign, delegate, convey and deliver to Contractor, its successors and assigns, and Contractor hereby accepts and assumes, all right title, and interest in and to, and all obligations associated with, the Assigned Assets. IT IS EXPRESSLY UNDERSTOOD THAT THE COUNTY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EQUIPMENT THAT IS THE SUBJECT OF THE ASSIGNED LEASES, ALL OF WHICH IS BEING ACCEPTED “AS IS.” The County agrees that it will, at Contractor’s reasonable request, without further consideration, do, execute, acknowledge, and deliver or will cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, assignments, transfers, or conveyances as may be considered by Contractor, its successors or assigns, to be reasonably necessary or proper for the sale, transfer, or conveyance of the Assigned Assets. This instrument shall be binding upon, inure to the benefit of, and be enforceable by, any Contractor’s successors and assigns. The Standard Terms and Conditions set forth in Annex 1 attached Parties hereto are hereby agreed to and incorporated herein by reference and made a part of have caused this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns Agreement 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, be signed on their behalf by duly authorized individuals as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit. COUNTY OF SAN DIEGO ENTERPRISE SERVICES, guaranteesLLC By: By: Name: Name: Title: Title: END OF SCHEDULE COUNTY OF SAN DIEGO / ENTERPRISE SERVICES, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.LLC 554833: IT AND TELECOMMUNICATIONS SERVICES AGREEMENT AMENDED AND RESTATED V1

Assignment and Assumption Agreement. This Assignment and Assumption (the “Assignment and 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 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 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 Agent as contemplated below (ia) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included therein) 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 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 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 as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Shell Petroleum N.V. hereby acknowledges and consents to the assignment and assumption agreement (the "Assignment and Assumption Agreement") ----------------------------------- attached hereto as Exhibit A, pursuant to which the Assignor has assigned, --------- transferred and conveyed, and the Assignee has received and accepted from the Assignor, all of the Assignor's rights and obligations relating to or under the Executed Documents, and the Assignee has agreed to assume all of the Assignor's liabilities relating to or under the Executed Documents and to be bound by all the terms of the Executed Documents. Effective after any such assignment, Assignee will be considered the BUYER (as such term is defined in the “Sale Agreement) under the Sale Agreement. Shell Petroleum N.V. agrees that all notices required or permitted under the terms and provisions of the Assignment and Assumption”) is dated as Assumption Agreement and the Executed Documents shall be given to the Assignee, in the respective manner provided for notices to be given under such applicable agreement at the address of the Effective Date Assignee set forth below herein, or at such other address as the Assignee shall from time to time designate in accordance with the notice provisions of such applicable agreement. For the benefit of the Assignee, Shell Petroleum N.V. hereby acknowledges that the provisions hereof shall constitute its written consent to the assignment, transfer and conveyance contemplated by the Assignment and Assumption Agreement. The Assignee's address is entered into by as follows: Shell Epoxy Resins LLC 0000 Xxxxx Xxxxxx Houston, Texas 77002 Attention: President Facsimile: (000) 000-0000 with a copy to each of: RPP Holdings LLC c/o Apollo Management IV, L.P. 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx Facsimile: (000) 000-0000 and between [Insert name of Assignor] X'Xxxxxxxx Graev & Karabell, LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq. Facsimile: (the “Assignor”000) and [Insert name of Assignee] (the “Assignee”). 000-0000 Capitalized terms used herein, but not otherwise defined herein herein, shall have the meanings given attributed to them in the 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 Assumption as if set forth herein in fullAgreement. 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) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SHELL PETROLEUM N.V.

Assignment and Assumption Agreement. This Shell Oil Company hereby acknowledges and consents to the Assignment and Assumption Agreement (the “"Assignment and Assumption”Assumption Agreement") is dated attached ----------------------------------- hereto as Exhibit A, pursuant to which the Assignor has assigned, transferred --------- and conveyed, and the Assignee has received and accepted from the Assignor, all of the Assignor's rights and obligations relating to or under the Executed Documents, and the Assignee has agreed to assume all of the Assignor's liabilities relating to or under the Executed Documents and to be bound by all the terms of the Executed Documents. Effective Date after any such assignment, Assignee will be considered the BUYER (as such term is defined in the Master Sale Agreement) under the Master Sale Agreement dated July 10, 2000 among Shell Oil Company, Assignor and Resin Acquisition, LLC, as such agreement may be amended or supplemented from time to time (the "Master Sale Agreement"). --------------------- Shell Oil Company agrees that all notices required or permitted under the terms and provisions of the Assignment and Assumption Agreement and the Executed Documents shall be given to the Assignee, in the respective manner provided for notices to be given under such applicable agreement at the address of the Assignee set forth below herein, or at such other address as the Assignee shall from time to time designate in accordance with the notice provisions of such applicable agreement. For the benefit of the Assignee, Shell Oil Company hereby acknowledges that the provisions hereof shall constitute its written consent to the assignment, transfer and conveyance contemplated by the Assignment and Assumption Agreement. The Assignee's address is entered into by and between [Insert name as follows: RPP Holdings LLC c/o Apollo Management IV, L.P. 1301 Avenue of Assignor] the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxx Facsimile: (the “Assignor”000) and [Insert name of Assignee] 000-0000 with a copy to: X'Xxxxxxxx Graev & Karabell, LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxx, Esq. Facsimile: (the “Assignee”). 000) 000-0000 Capitalized terms used herein, but not otherwise defined herein herein, shall have the meanings given attributed to them in the 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 Assumption as if set forth herein in fullAgreement. 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) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including any letters of credit, guarantees, and swingline loans included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SHELL OIL COMPANY

Assignment and Assumption Agreement. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth referred to below and is entered into by and between [Insert name of Assignor] (the party identified below as “Assignor”) ” and [Insert name of Assignee] (the each party identified on each signature page hereto as an “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedamended or modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably and ratably sells and assigns to the each Assignee, and 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 Agent as contemplated referred to below (i) all of the Assignor’s respective rights and obligations in its capacity as a Lender under the Credit Agreement Agreement, the other Credit Documents and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below the signature of that Assignee of all of such the Assignor’s respective outstanding rights and obligations of under the Assignor Credit Facilities identified below (including without limitation any letters of credit, guarantees, guarantees and swingline loans Security included thereinin such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right rights 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 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 to each Assignee, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption Agreement. This Assignment Reference is made to the Amended and Assumption (the “Assignment and Assumption”) is Restated Credit Agreement 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 Credit Agreement identified below _____, 2010 (as amended, supplemented, restated or modified from time to time, the “Credit Agreement”) among GSI COMMERCE SOLUTIONS, INC., a Delaware corporation (“Borrower”), receipt certain Guarantors from time to time parties thereto, Lenders now or hereafter party thereto, and PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders (“Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. The rules of a copy construction set forth in Section 1.2 of which is hereby acknowledged by the AssigneeCredit Agreement shall apply to this Assignment and Assumption Agreement. 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 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 Agent as contemplated below (i) below, 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 to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of under the Assignor credit facility identified below (including any letters of creditincluding, guarantees, and swingline loans included therein) 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, letters of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims credit and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause swingline loans) (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 AssumptionAssignment, without representation or warranty by the Assignor.