Common use of Assignment and Acceptance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee’s Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.23.9, 6.44.1, 6.9, 11.5 4.3 and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

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

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

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

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of January 11, 2000 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Kansas City Southern Industries, Inc., The Kansas City Southern Railway Company, the lenders from time to time party thereto and AcceptanceThe Chase Manhattan Bank, as administrative agent, collateral agent and issuing bank. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in this Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Date. (c) After giving effect to laws of the assignment and assumption set forth herein, on the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Assignee’s of Assignment ("Assignment Date"): Percentage Assigned of Facility/Commitment will be $ . (dset forth, to at least 8 decimals, as a Principal Amount Assigned percentage of the Facility and (and identifying information the aggregate Commitments of all as to individual Competitive Lenders thereunder) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Loans) Facility

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 5.1 and 12.5 5.3 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ . (d) After giving effect to $__________ and the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment Assignee's Pro Rata Share of all Commitments will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)______%.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each of the Committed Loans and the Letter of Credit Obligations] of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment accrued interest on, and fees with respect to, Committed Loans and Letter of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentCredit Obligations assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Article IV Sections 2.2, 6.4, 6.9, 11.4 and 11.5 and 12.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).$__________. 000

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and AcceptanceAgreement, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and AcceptanceAgreement) an interest in % (ithe “Assignee’s Percentage Share”) of (A) the Commitment [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality confidentiality, if any, and the payment of indemnification, with a Commitment in an the amount equal to the Assigned Commitment Amountset forth in subsection (c) below. The Assignee agrees that it will shall perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount portion thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, that the Assignor shall not relinquish its rights under Sections 2.22.11, 6.42.13, 6.9, 11.5 and 12.5 2.19 or 8.14 of the Credit Agreement (and any equivalent provisions of the other Loan Agreement to Documents)to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignee’s Commitment will shall be $ ; and (ii) the Assignee’s aggregate outstanding Loans shall be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Date: (i) the Assignor’s Commitment will shall be $ ; and (as such amount may ii) the Assignor’s aggregate outstanding Loans shall be further reduced by any other assignments by Assignor on or after the date hereof)$ .

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment [and each the Committed Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 14.13 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment 's commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment 's commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment Commitments [and each the Loans] of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [If appropriate, so that after giving effect theretoadd paragraph specifying payment to Assignor by Assignee of outstanding principal of, the Commitment of Assignee shall be as set forth below accrued interest on, and the Pro Rata Share of Assignee shall be ( %) percentfees with respect to, Loans assigned. ] 115 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment Commitments in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment Commitments of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 13.4 and 12.5 13.5 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) . With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject For the purposes of the assignment contemplated herein, the provisions of Paragraph 19.1 of the Credit Agreement are hereby waived and the parties hereto hereby consent and agree to such assignment. (b) Credit Lyonnais (the terms and conditions of this Assignment and Acceptance, Assignor "Assignor") hereby sells, transfers sells and assigns to Assigneeeach of BankBoston, N.A., The Bank of New York and Wellx Xxxgo Bank, National Association (collectively, the "Assignees"), and each Assignee hereby purchases, purchases and assumes and undertakes from the Assignor, a certain percentage of the Assignor's rights and obligations under the Credit Agreement as of the effective date hereof, including, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an limitation, such percentage interest in the Assignor's Commitment as in effect on the effective date, and the outstanding amount of the Revolving Credit Loans owing to the Assignor on the effective date and the Revolving Credit Note held by the Assignor (isuch interest being hereinafter referred to as the "Assigned Portion") such that, after giving effect to the assignments contemplated hereby, the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities Commitment Percentage of the Assignor under and in connection with the Loan Agreement shall be zero, and the other Financing Agreements, so that respective Commitments and Commitment Percentages of each Assignee (after giving effect thereto, to the increase in the Total Commitment of Assignee contemplated by this First Amendment) shall be as set forth below on SCHEDULE 1 attached hereto, and each Assignee shall have that percentage interest in all Revolving Credit Loans. Notwithstanding any term or provision of Paragraph 19 of the Credit Agreement to the contrary, the execution and delivery hereof by the Assignor, each Assignee, the Agent and the Pro Rata Share of Assignee Borrower shall constitute an Assignment and Acceptance delivered in accordance with the Credit Agreement and shall be ( %) percenteffective in respect of the assignment contemplated hereby. (bc) With the Assignor (i) represents and warrants that as of the date hereof, its Commitment and Commitment Percentage is sufficient to give effect to this Assignment and Acceptance; (ii) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (iv) requests that in connection with such assignment as set forth herein the Borrower exchange the Revolving Credit Note of the Assignor for new Revolving Credit Notes, each dated as of the effective date hereof payable to the order of each Assignee in the principal amount of the Commitment set forth opposite each Assignee's name on SCHEDULE 1 to the Credit Agreement as amended hereby and after each such new note shall be deemed to be a "Note" under the Effective Date Credit Agreement. (d) each Assignee (i) represents and warrants (as defined to itself only and not as to any other Assignee) that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to in Section 5 hereof)Paragraph 7.4 of the Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this agreement, that it is an Eligible Assignee shall under the Credit Agreement and that all acts, conditions and things required to be a party done and performed have occurred prior to the Loan execution, delivery and performance of this assignment, and to render the same the legal, valid and binding obligation of each such Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (ii) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the other Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal Documents as are delegated to the Assigned Commitment Amount. Assignee Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Agreement Documents are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateBank. (ce) After Upon the effectiveness of the assignment contemplated hereby, the Assignor shall return to the Borrower its Note, marked "Cancelled". (f) Upon the effectiveness of the assignment, the Existing Banks and the New Bank shall take all necessary actions with respect to outstanding Revolving Credit Loans to make allocations among such Banks so that each Bank's interest in the outstanding Revolving Credit Loans equals its Commitment Percentage after giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ transactions contemplated hereby. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject Reference is made to the terms Second Amended and conditions Restated Revolving Credit Agreement dated as of this Assignment June __, 2006 (as further amended and Acceptancein effect on the date hereof, the “Credit Agreement”), among DOLLAR GENERAL CORPORATION, a Tennessee corporation, the Lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee designated below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in this the LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Non-U.S. Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.20(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement. This Assignment and Acceptance is made subject to the time prior to Standard Terms and Conditions for Assignment and Assumption attached hereto as Annex 1, such Standard Terms and Conditions being incorporated herein by reference with the Effective Date. (c) After giving same effect to the assignment and assumption as if fully set forth herein, on . This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Georgia. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment: (“Assignment Date”): Facility_____________ Principal Amount Assigned Percentage Assigned of Revolving Commitment (set forth, to at least 8 decimals, as a percentage of the aggregate Revolving Commitments of all Lenders thereunder)_____ Revolving Loans $________________ ______________% The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee’s Commitment will be $ . (d) After giving effect ], as Assignee By: Name: Title: The undersigned hereby consents to the assignment and assumption set forth hereinwithin assignment: [Borrower] SunTrust Bank, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Administrative Agent By By Name: Name: Title: Title: SunTrust Bank, as Issuing Bank By Name: Title:

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) Assignor hereby sells, transfers and assigns to Assignee, and (ii) Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (iA) the Commitment and *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. each of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”), so that after giving effect thereto, the Commitment of Assignee and the Commitment of Assignor shall be as set forth in clauses (c) and (d) below and the Pro Rata Share (as defined in the Loan Agreement) of Assignee shall be percent ( %) percent). (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its their rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Senior Guaranteed Credit Agreement dated as of December 23, 1998 (as amended, supplemented or otherwise modified and conditions of this Assignment in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Lead Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and AcceptanceBarclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided in this Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and Acceptance) an interest in the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateCredit Agreement. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers transfers, and assigns to each Assignee, and (ii) each Assignee hereby purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in the percentage set forth on each Assignee's signature page hereto (ithe "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment Revolving Commitment, the Revolving Committed Loans, and each the L/C Obligations of the Committed Loans of Assignor and (iiB) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section SECTION 5 hereof), each Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in an amount equal to the Assigned Commitment Amount. Each Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Revolving Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by Assigneethe Assignees; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2SECTIONS 3.8, 6.44, 6.9, 11.5 and 12.5 13.11 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date each Assignee’s 's Revolving Commitment and Revolving Committed Loans will be $ . (d) After giving effect to in the assignment and assumption amounts set forth hereinon their signature page attached hereto. AMENDMENT, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).ASSIGNMENT AND ACCEPTANCE AGREEMENT

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

Assignment and Acceptance. By its signature hereto, the financial institution listed on the signature pages hereto as the "New Lender" (the "New Lender") hereby, effective as of the Increase Effective Date: (a) Subject irrevocably assumes without recourse to the terms Administrative Agent or any Lender New Lender's Revolving Credit Commitment and conditions of related rights and obligations under the Credit Agreement in the principal amount as set forth on Schedule 1 to the Credit Agreement (as amended by this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in Amendment). (i) represents and warrants that it is legally authorized to enter into the Commitment and each of the Committed Loans of Assignor and Credit Agreement; (ii) all related rights, benefits, obligations, liabilities and indemnities confirms that it has received a copy of the Assignor under and in connection Credit Agreement, together with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all copies of the rights financial statements delivered pursuant to Section 8.1 thereof and be obligated such other documents and information as it has deemed appropriate to perform all of make its own credit analysis and decision to enter into the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee ; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It Lender including, if it is organized under the intent laws of a jurisdiction outside the United States, its obligation pursuant to subsection 5.11(b) of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective DateCredit Agreement. (c) After giving effect Agrees that it shall, from and after the Increase Effective Date, be a party to the assignment Credit Agreement and assumption set forth herein, on have the Effective Date Assignee’s Commitment will rights and obligations of a Lender thereunder and under the other Loan Documents and shall be $ bound by the provisions thereof. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.24.1, 6.4, 6.9, 11.5 4.2 and 12.5 4.6 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$__________.

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and AcceptanceAgreement, effective upon the delivery of the Designated Securities on the Effective Date (i) the Assignor hereby sells, transfers and assigns to the Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) the Assignee hereby assumes from the Assignor, the Company Loan and all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Company Loan Agreement and the other Financing AgreementsLoan Documents (including, so that after giving effect theretowithout limitation, the Commitment of Assignee shall be as set forth below Note) and the Pro Rata Share of Option Agreement (collectively, the "Interest"). On the Effective Date, the Assignor shall deliver to the Assignee shall be ( %-------- the original Company Loan Agreement and the Loan Documents (including, without limitation, the Note) percentand the Option Agreement. (b) With effect on and after the Effective Date (as defined in Section 5 hereof)Date, the Assignee shall be a party to the Company Loan Agreement Agreement, the Loan Documents (including, without limitation, the Note), and the Option Agreement, and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Company Loan Agreement, including the requirements concerning confidentiality and the right to payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee The Company agrees that it will perform in accordance with their terms all of the its obligations which by the terms of the Company Loan Agreement Agreement, the Loan Documents _________________ /1/ The amount of shares shall be equal to the difference between 26,089,283 less the number of shares issuable upon conversion of the option on the Termination Date (i.e., $15 million plus accrued but unpaid interest --- thereon divided by the Note Conversion Price). (including, without limitation, the Note) and the Option Agreement, are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Dateit. (c) After giving effect to the assignment and assumption set forth herein, on Upon the Effective Date Assignee’s Commitment will (and provided that (i) the Reassignment shall be $ effective and (ii) the Option shall have been validly transferred to the Assignee in accordance with Section 2 above), the TIC Loan shall be cancelled and the Assignor shall be immediately released from all obligations and liabilities under the TIC Loan Agreement, the TIC Note and all other loan documents executed in connection therewith (other than the Security Holders Agreement). The Assignee shall promptly deliver the original TIC Note to the Assignor marked "cancelled." (d) After giving effect to Until the assignment of the Interest shall become effective, the Assignor hereby agrees to diligently and assumption set forth hereinfaithfully enforce all of its rights under the Company Loan Agreement and the other Loan Documents, on including, without limitation, its right to accelerate the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after Company Loan upon the date hereof)occurrence of an Event of Default.

Assignment and Acceptance. This Assignment and Acceptance (athis “Assignment and Acceptance”) Subject is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the terms Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and conditions Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and AcceptanceAcceptance as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby sells, transfers irrevocably sells and assigns to Assignee[the Assignee][the respective Assignees], and [the][each] Assignee hereby purchasesirrevocably purchases and assumes from [the Assignor][the respective Assignors], assumes subject to and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by Standard Terms and Conditions and the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shallCredit Agreement, as of the Effective Date, be reduced Date inserted by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its Agent as contemplated below (i) the portion of [the Assignor’s][the respective Assignors’] rights and be released from obligations in [its obligations capacity as a [Revolving Lender] [Term Lender][their respective capacities as [Revolving Lenders] [Term Lenders] under the Loan Credit Agreement and any other documents or instruments delivered pursuant thereto [(including, without limitation, participations in L/C Obligations and Swingline Advances included in such facilities5)] identified below and (ii) to the extent such obligations have been assumed by Assignee; providedpermitted to be assigned under applicable law, thatall claims, suits, causes of action and any other right of [the Assignor shall not relinquish (in its rights 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 Sections 2.2or in connection with the Credit Agreement, 6.4, 6.9, 11.5 and 12.5 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 Loan Agreement 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 extent such rights relate and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor 1 For bracketed language here and elsewhere in this form relating to the time prior to the Effective Date. (c) After giving effect to Assignor(s), if the assignment and assumption set forth hereinis from a single Assignor, on choose the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to first bracketed language. If the assignment and assumption set forth hereinis from multiple Assignors, on choose the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)second bracketed language.

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

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

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

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of [_________], 2000 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Arch Chemicals, Inc., Newco, the Lenders named therein and AcceptanceThe Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided in this Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.17(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Datelaws of the State of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of January 27, 1999 (as amended and conditions of this Assignment in effect on the date hereof, the "Credit Agreement"), among Arch Chemicals, Inc., Xxxx Corporation, the Lenders and AcceptanceAgents named therein and The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sellssells and assigns, transfers and assigns without recourse, to Assigneethe Assignee named on the reverse hereof, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without recourse limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and without representation or warranty (except as provided in this Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, but excluding accrued interest and Acceptance) an interest in fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and succeed and, to all the extent of the Assigned Interest, have the rights and be obligated to perform all of the obligations of a Lender under thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective DateAssigned Interest, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 the Assignee pursuant to Section 2.15(e) of the Loan Agreement Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent such rights relate Administrative Agent pursuant to Section 9.04(b) of the time prior to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the Effective Datelaws of the State of New York. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

Assignment and Acceptance. (a) Subject Reference is made to the terms Credit Agreement dated as of September 30, 2005 (as amended from time to time, the "Credit Agreement"), ---------------- among Anheuser-Xxxxx Companies, Inc., the Banks named therein and conditions of this Assignment JPMorgan Chase Bank, N.A., as Administrative Agent for said Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and Acceptanceassigns, Assignor hereby sellswithout recourse, transfers and assigns to Assigneethe Assignee named below, and the Assignee hereby purchasespurchases and assumes, assumes and undertakes without recourse, from the Assignor, without recourse effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned -------- Interest") in the Assignor's rights and without representation or warranty (except as provided obligations under the Credit -------- Agreement, including the interests set forth below in this the Commitment of the Assignor on the Assignment Date and Acceptance) an the Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to and be bound by the Loan provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under Bank thereunder and (ii) the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as to the extent of the Effective Dateinterests assigned by this Assignment and Acceptance, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement Credit Agreement. This Assignment and Acceptance is being delivered to the extent such obligations have been assumed Administrative Agent together with, if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee; provided, that, Assignor . The [Assignee/Assignor] shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Loan Agreement to Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the extent such rights relate to law of the time prior to the Effective Date. (c) After giving effect to the assignment State of New York. Form of Assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).Acceptance ---------------------------------

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells, transfers sells and assigns to each Assignee, and each Assignee hereby severally purchases, assumes assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment Agreement and Acceptance) an interest in ): (i) such portion of the Commitment and outstanding Loans so that after giving effect to such assignment, each of such Assignee will have a Commitment in the Committed Loans of Assignor respective amounts set forth for such Assignee on SCHEDULE 1 hereto and will have a Loan under each Borrowing outstanding on the Effective Date (as defined in Section 5 thereof) in an amount equal to such SCHEDULE 1, and (ii) all related rights, benefits, obligations, liabilities liabilities, and indemnities of the Assignor a Lender under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (and subject, as defined to any Assignee, to the satisfaction of the conditions precedent set forth in such Section 5 hereof)5, each Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights of a Lender and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a the Commitment set forth with respect to such Assignee in an amount equal to the Assigned Commitment AmountSCHEDULE 1 hereto. Each Assignee agrees that it will perform perform, in accordance with their terms terms, all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is Upon the intent effectiveness of the parties hereto that assignment to an Assignee, the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned amount of the Commitment Amount respectively assigned to such Assignee, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by such Assignee; provided, that, PROVIDED the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 Section 3 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment assignments and assumption set forth herein, on the Effective Date Date: (i) each Assignee’s 's Commitment and Pro Rata Share as a Lender will be $ . as set forth in SCHEDULE 1 hereto with respect to such Assignee and (dii) After giving effect the Assignor's Commitment and Pro Rata Share as a Lender will be as set forth in SCHEDULE 1 hereto with respect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each the Loans and the L/C Obligations of the Committed Loans of Assignor 96 and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing AgreementsLoan Documents. [IF APPROPRIATE, so that after giving effect theretoADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentACCRUED INTEREST ON, AND FEES WITH RESPECT TO, LOANS AND L/C OBLIGATIONS ASSIGNED.] (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender Bank under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a LenderBank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount Amount, and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 11.04 and 12.5 11.05 of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s 's Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof)$____________.

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing AgreementsLoan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share share of Assignee shall be ( _______ (__%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.22.3, 6.45.5, 6.912.6, 11.5 14.8 and 12.5 15.2 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ $_____________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

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

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

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

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

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

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

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

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

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

Assignment and Acceptance. (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby 128 purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in __% (ithe "Assignee's Percentage Share") of (A) the Commitment and each of Commitment, the Committed Loans and the L/C Obligations of the Assignor and (iiB) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Credit Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percentLoan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, thathowever, the Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 __ and 12.5 __ of the Loan Credit Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s 's Commitment will be $ $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. (av) Subject the Borrower shall execute a Revolving Credit Note subject to such assignment, and (vi) the Eligible Assignee shall pay to the terms Administrative Agent a processing and conditions recordation fee of this $3,000. From and after the effective date specified in each Assignment and Acceptance, Assignor hereby sells, transfers and assigns to Assignee, and Assignee hereby purchases, assumes and undertakes from Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee assignee thereunder shall be a party hereto and to the Loan Agreement extent of the interest assigned by such Assignment and succeed to all of Acceptance, have the rights and be obligated to perform all of the obligations of a Lender under this Agreement. Within five (5) Business Days after receipt of the Loan Agreement, including the requirements concerning confidentiality notice and the payment Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Revolving Credit Note, a new Revolving Credit Note to the order of indemnification, with the Eligible Assignee in a Commitment in an principal amount equal to the Assigned applicable Revolving Credit Loan Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed assumed by it pursuant to such Assignment and Acceptance, as well as a Lendernew Revolving Credit Note to the assigning Lender in the amount of its retained Revolving Credit Loan Commitment. It is Such new Revolving Credit Note to the intent of Eligible Assignee and to the parties hereto that the Commitment of Assignor shall, as of the Effective Date, assigning Lender shall be reduced by in an aggregate principal amount equal to the Assigned Commitment Amount and Assignor aggregate principal amount of such surrendered Revolving Credit Note, shall relinquish its rights and be released from its obligations under dated the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 date of the Loan Agreement to surrendered Revolving Credit Note that they replace, and shall otherwise be in substantially the extent such rights relate to the time prior to the Effective Date.form attached hereto as Exhibit B. (c) After giving effect No assignment of all or any portion of this Agreement by any Lender shall be permitted without compliance with the provisions of Section 12.12(b) hereof, or if such assignment would violate any applicable securities law. In connection with its execution and delivery hereof each Lender represents that it is acquiring its interest herein for its own account for investment purposes and not with a view to further distribution thereof, and shall require any proposed assignee to furnish similar representations to the assignment Administrative Agent and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ Borrower. (d) After Each Lender may, without the consent of the Borrower or the Administrative Agent, but subject to the provisions of Section 2.9, sell participations in its respective Revolving Credit Loan Commitment and Letter of Credit Subcommitment to such Lender's Affiliate(s), but sales of participations to Persons other than such Lender's Affiliates shall be made only after written notice thereof is delivered to the Administrative Agent and in all events subject to said section. Provided, however, that (i) no Lender may sell a participation in its aggregate Revolving Credit Loan Commitment and Letter of Credit Subcommitment (after giving effect to any permitted assignment hereof) unless it retains an aggregate exposure of at least $10,000,000 (except that no such limitation shall be applicable to any such participation sold at any time there exists an Event of Default hereunder), (ii) the assignment participation interest sold may not exceed 50% of such Lender's Revolving Credit Loan Commitment (iii) such Lender's obligations under this Agreement shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and assumption set forth herein, on (v) the Effective Date Assignor’s Commitment will be $ (Borrower and the Administrative Agent and other Lenders shall continue to deal solely and directly with each Lender in connection with such Lender's rights and obligations as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).provided in

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

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

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

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