Common use of FORM OF ASSIGNMENT AND ACCEPTANCE Clause in Contracts

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to the Second Amended and Restated Credit Agreement, dated as of October 31, 2006 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Lifetime Brands, Inc., as Borrower, the Lenders named therein and HSBC Bank USA, National Association, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date, the interests set forth below (the “Assigned Interest”) in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in [the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans and Letter of Credit Exposure owing to the Assignor that are outstanding on the Assignment Date]1, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (a) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (b) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents. This Assignment and Acceptance is being delivered to the Administrative Agent, together with (a) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.07(e) of the Credit Agreement, duly completed and executed by the Assignee, and (b) except as otherwise provided in Section 10.04(b) of the Credit Agreement, if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]2 shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment (the “Assignment Date”):

FORM OF ASSIGNMENT AND ACCEPTANCE. [date to be supplied] Reference is made to the Second Amended and Restated Revolving Credit Agreement, and Term Loan Agreement dated as of October 31February 13, 2006 2007 (as amended, restated, supplemented or otherwise modified from time to time amended and in effect on the date hereof, the “Credit Agreement”), among Lifetime BrandsTC PipeLines, Inc.LP, as Borrowera Delaware limited partnership, the Lenders named therein lenders from time to time party thereto and HSBC Bank USA, National AssociationSunTrust Bank, as Administrative Agent (the “Administrative Agent”) for such lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below [name of assignor] (the “Assignor”) (as designated below) hereby sells and assigns, without recourse, to [name of assignee] (the Assignee named below“Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment DateDate set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in [the Term Loan of the Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans and Letter of Credit Exposure owing to the Assignor that which are outstanding on the Assignment Date]1Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (a) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents and (b) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan Documents. This Assignment and Acceptance is being delivered to the Administrative Agent, together with (a) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.07(e) of the Credit Agreement, duly completed and executed by the Assignee, and (b) except as otherwise provided in Section 10.04(b) of the Credit Agreement, if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]2 shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment (the “Assignment Date”):

FORM OF ASSIGNMENT AND ACCEPTANCE. THIS ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance”) is made and entered into as of [ ], by and between [name of assignor] (the “Assignor”) and [name of assignee] (the “Assignee”). Reference is made to the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 31February 13, 2006 (2007, as amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 13, 2011, and as the same may be amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Lifetime BrandsTC PipeLines, Inc.LP, as Borrowera Delaware limited partnership, the Lenders named therein from time to time party thereto and HSBC Bank USA, National AssociationSunTrust Bank, as the Administrative Agent, the Issuing Bank and the Swingline Lender. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named belowAssignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment DateEffective Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in [the Term Loan of the Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans and Letter of Credit Exposure owing to the Assignor that which are outstanding on the Assignment Date]1Date, together with the participations in the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, (ai) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents thereunder and (bii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan DocumentsCredit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent, Agent together with (ai) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.07(e2.20(e) of the Credit Agreement, duly completed and executed by the Assignee, and (bii) except as otherwise provided in Section 10.04(b) of the Credit Agreement, if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]2 Assignee shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 10.04(b10.4(b) of the Credit Agreement. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment (the “Assignment Date”):.

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to the Second Amended and Restated Revolving Credit Agreement, Agreement dated as of October 31May ___, 2006 2010 (as amended, restated, supplemented or otherwise modified from time to time amended and in effect on the date hereof, the “Credit Agreement”), among Lifetime BrandsAMSURG CORP., Inc., as Borrowera Tennessee corporation, the Lenders named therein from time to time party thereto and HSBC Bank USA, National AssociationSunTrust Bank, as Administrative AgentAgent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below (as set forth below) hereby sells and assigns, without recourse, to the Assignee named designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment DateDate set forth below, the interests set forth below (the “"Assigned Interest”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in [the Revolving Commitment of the Assignor on the Assignment Date and the Revolving Loans and Letter of Credit Exposure owing to the Assignor that which are outstanding on the Assignment Date]1Date, together with participations in the LC Exposure and Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date, Date (ai) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender under the Loan Documents thereunder and (bii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Loan DocumentsCredit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent, Agent together with (ai) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 3.07(e2.19(e) of the Credit Agreement, duly completed and executed by the Assignee, and (bii) except as otherwise provided in Section 10.04(b) of the Credit Agreement, if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]2 Assignee shall pay the fee all fees payable to the Administrative Agent pursuant to Section 10.04(b10.4(b) of the Credit Agreement. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Tennessee. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's ’s Address for Notices: Effective Date of Assignment Assignment: (the “Assignment Date”):): Facility Assigned Lenders thereunder) Revolving Loans: $ % The terms set forth above are hereby agreed to as of this , 20 : [NAME OF ASSIGNOR], as Assignor By: Title: [NAME OF ASSIGNEE], as Assignee By: Title: The undersigned hereby consents to the within assignment as of this , 20 : AMSURG CORP. SUNTRUST BANK, as Administrative Agent By: By: Title: Title: THIS SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”) is entered into by and between the undersigned Wholly Owned Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively the “Guarantors”) of AMSURG CORP., a Tennessee corporation (the “Borrower”) in favor of SUNTRUST BANK, a Georgia state banking corporation as Administrative Agent (the “Administrative Agent”), for the ratable benefit of the Lenders as defined in the Credit Agreement referred to below, as of May ___, 2010.