Common use of Assignor’s Representations Clause in Contracts

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; , (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) attaches hereto the Note (if issued by the Borrowers pursuant any) delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$______________, its Commitment Facility Percentage is [ _____.00%], and the aggregate outstanding principal balance of its Committed Credit Loans equals [$ ] $____________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment 's Facility Percentage will be sufficient to give effect to this Assignment and Acceptance; (bii) 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 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, 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; and (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the obligations of the Borrowers under or in respect of the Credit Agreement, the other Loan Documents, and any other instrument or document executed and/or delivered pursuant thereto, including, without limitation, the Loans (the "OBLIGATIONS"), or the performance or observance by any Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]Obligations.

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: :] [Notes Payable to the Order ofto: Amounts Amount of Notes Note: Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ $_____________], its Commitment Percentage is [ [____%], the aggregate outstanding principal balance of its Loans equals [$ ] $_____________], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by any Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ $_________ Assignee $ ]$_________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ $_________ Assignee $ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. EXHIBIT F – FORM OF ASSIGNMENT AND ACCEPTANCE [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]:]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ $_____________], its Commitment Percentage is [ [____%], the aggregate outstanding principal balance of its Loans equals [$ $____________] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) attaches hereto the Note (if issued by the Borrowers pursuant any) delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amounts of the Order of: Amounts of Notes ---------------- ---------- Assignor $ $____________ Assignee $ $____________]

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and AcceptanceAgreement, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$____________ , its Commitment Percentage Pro Rata Share is [ _______%], the aggregate outstanding principal balance of its Loans equals [$ ] $_________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrower 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 Company or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant [Revolving Note] [Term Note] delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee 297 The Assignor requests that the Borrowers Company exchange the Assignor’s Note 's [Revolving Note] [Term Note] for a new Notes [Revolving Note] [Term Note] payable to the Assignor and the Assignee as follows: Notes Payable to [Amount of Revolving Amount of the Order of: Amounts of Notes Note Term Note ---------------- -------------------- ----------- Assignor $ $ ------------------- ---------- Assignee $ ]$ ] ------------------- ----------

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$_______________, its Commitment Percentage is [ ________________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $________________, the aggregate amount of its Letter of Credit Participations equals $_______________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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, 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; and (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ].

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ $___________ ], its Commitment Percentage is [ [__________%], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment Agreement and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower Borrower, or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amounts of the Order of: Amounts of Notes ------------------------------------------------------- Assignor $ ------------ Assignee $ ]] ------------

Assignor’s Representations. The Assignor (a) represents As of the Effective Date and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereofof the Closing, its aggregate Commitment Amount is [$ ]Assignor represents, its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)warrants, and (iii) immediately after giving effect covenants to Assignees that Exhibit A sets forth a true and complete list of all assignments which have not yet become effectivethe agreements, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implieddocuments, and assumes no responsibility with respect to any statements, warranties or representations made in or instruments entered into in connection with the Credit Agreement or any transactions contemplated by the Loan Documents; that the copies of the other Loan Documents or the executionattached as Exhibit A-1 are true, legality, validity, enforceability, genuineness, sufficiency or value accurate and complete copies of the Credit originals of such documents; that the Loan Documents have not been amended, modified, supplemented or released except as reflected in copies of the Loan Documents attached as Exhibit A-1; that Assignor is the present legal and equitable owner and holder of each of the Loan Documents described herein, the indebtedness evidenced thereby, and all pledges, liens and security interests existing in connection therewith and securing payments thereof; that Assignor has the full right and authority to transfer and convey each of the Loan Documents described herein, the indebtedness evidenced thereby and all security therefor, and to execute this Agreement; that the Assignor has not assigned, mortgaged, hypothecated, granted a security interest in, or otherwise encumbered, any of the Loan Documents, the indebtedness evidenced thereby or any of said liens or security to any other parties; that, as of the Effective Date $7,044,824.68 is the outstanding principal amount of the Loan Documents; that, as of June 15, 2000, interest due under the Loan Documents has been paid through December 31, 1999; that, to the best of Assignor's knowledge, no defense, counterclaim or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner right of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility setoff exists with respect to the financial condition indebtedness evidenced by the Loan Documents and that the Borrower has not asserted to Assignor that any exist; that Assignor has not subordinated the indebtedness represented by the Loan Documents to any other indebtedness of Borrower; that, to the Assignor's knowledge, the liens evidenced by the Loan Documents are valid against the collateral described therein; and that Assignor has not released any of its rights of security for payment of any Borrower indebtedness evidenced by the Loan Documents. Assignor expressly waives and releases any and all rights that Assignor may now have or the performance hereafter have to establish or observance by enforce any Borrower in respect of lien or security interest existing under any of the Obligations Loan Documents as security for the payment of any other or future indebtedness of Borrower to Assignor. Assignor further represents, warrants and covenants that, in the event it receives any payments from Borrower on the indebtedness evidenced by the Loan Documents from and after the Effective Date, Assignor shall remit all such payments to Leslxx X. Xxxxxxx xx Agent for Assignees on the date of its obligations under Closing and, in the Credit Agreement or event it receives any such payments after the date of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by Closing, Assignor shall promptly remit all such payments to Leslxx X. Xxxxxxx xx Agent for the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]Assignees.

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$__________, its Commitment Percentage is [ %], __________% the Dollar Equivalent of the aggregate outstanding principal balance of its Loans equals [$ ] $___________, the aggregate amount of its Letter of Credit Participations equals $__________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Note Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note Assignor $ $__________ Assignee $ ]$__________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. EXHIBIT E – FORM OF ASSIGNMENT AND ACCEPTANCE [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: :] [Notes Payable to the Order ofto: Amounts Amount of Notes Note: Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$____________, its Commitment Percentage is [ _______%], the aggregate outstanding principal balance of its Loans equals [$ ] $____________, the aggregate amount of its Letter of Credit Participations equals $____________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Guarantor or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or the Guarantor or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Amounts of Notes Note ---------------- --------- Assignor $ $______________ Assignee $ ]$______________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by any Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]is[$ , its Commitment Percentage is [ [_%], the aggregate outstanding principal balance of its Loans equals [$ ] , (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: :] [Notes Payable to the Order ofto: Amounts Amount of Notes Note: Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as the Assignor's portion of the date hereof, outstanding Term Loan and its aggregate Commitment Amount is [$ ], its Commitment Term Loan Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be are sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation or warranty, express or implied, and assumes and shall have 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 theretothereto 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; (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of any Borrower of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any Borrower of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Term Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Term Note for new Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Amounts of Notes Term Note ------------- --------- Assignor $ $6,397,222.22 Assignee $ ]$3,402,777.78

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$_______________, its Commitment Percentage is [ __%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $______________, the aggregate amount of its Letter of Credit Participations equals $______________ and the aggregate outstanding balance of its Term Loan equals $_____________ (in each case after prior to giving effect to the assignment contemplated hereby but without after giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other 119 111 instrument or document delivered or executed pursuant thereto; and (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note and Term Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and Term Note for new Revolving Credit and Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of the Order of: Amounts of Notes Credit Note Term Note Assignor $ $________________ $_______________ Assignee $ ]$________________ $_______________

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] , the aggregate amount of its Letter of Credit Participations equals $ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Revolving Credit Note: Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$_____, its Commitment Percentage is [ is____.00%], the aggregate outstanding principal balance of its Loans equals [$ ] $_____ and the aggregate amount of its Letter of Credit Participations equals $_____ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder here under free and clear of any adverse claim or encumbrance; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Note the Order of: Amounts of Notes -------------- ----------------- Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$__________, its Commitment Percentage is [ _____.00%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $__________, and the aggregate amount of its Letter of Credit Participations equals $__________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee 100 The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note Assignor $ $__________ Assignee $ ]$__________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]:

Assignor’s Representations. The Assignor (a) represents and warrants -------------------------- that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$______, its Commitment Percentage is [ ______%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $______, the aggregate amount of its Letter of Credit Participations equals $______, its Acquisition Commitment is $_______, its Acquisition Commitment Percentage is ___%, the aggregate outstanding principal balance of its Acquisition Loans equals $_____ (in each case after prior to giving effect to the assignment contemplated hereby but without after giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage and its Acquisition Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) 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 Borrower of the Obligations, or the performance or observance by by, the Borrower or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note and the Acquisition Loan Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and Acquisition Loan Note for new Revolving Credit and Acquisition Loan Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of the Order of: Amounts of Notes Credit Note Acquisition Loan Note ---------------- ------------------- --------------------- Assignor $ $_________________ $_________________ Assignee $ ]$_________________ $_________________

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, [its aggregate Domestic Commitment Amount is [$ ]$_______________, its Domestic Commitment Percentage is [ ________________%], the aggregate outstanding principal balance of its Domestic Loans equals $_______________, the aggregate outstanding amount of its participations in Domestic Letters of Credit equals $_______________] [$ its Canadian Commitment is $_______________, its Canadian Commitment Percentage is ________________%, the aggregate outstanding principal balance of its Canadian Loans equals $_______________, the aggregate outstanding amount of its participations in Canadian Letters of Credit equals $_______________, and the aggregate amount of its Bankers' Acceptances equals $_______________] (in each case after before giving effect to the assignment contemplated hereby but without giving effect to or any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's [Domestic Commitment Percentage Percentage] [Canadian Commitment Percentage] will be sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation or warranty, express or implied, and assumes and shall have 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 theretothereto 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; (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s Note 's Notes for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Type of Notes Note Amount of Note: ------------------------ ------------ --------------- [Assignor $ Syndicated $____________________] [Assignee $ ]Syndicated $____________________] [Assignor Swing Line $____________________] [Assignee Swing Line $____________________] [Assignor Canadian $____________________] [Assignee Canadian $____________________] 146 -3-

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and AcceptanceAssumption Agreement, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$__________, its Commitment Percentage is [ ________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals $__________, the aggregate amount of its Letter of Credit Participations equals $__________ [$ and the outstanding principal balance of its Competitive Bid Loans is $__________] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; Assumption Agreement, (bii) 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, 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any Borrower 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 Borrowers or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by has delivered to the Agent for return to the Borrowers pursuant the Note(s) delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee Agreement and requests that the Borrowers Borrower exchange the Assignor’s Note such Note(s) for new Notes Note(s) payable to each of the Assignor and the Assignee as follows: Notes Note Payable to the Order of: Amounts Amount of Notes Assignor $ Assignee $ Note ------------- -------------- [Name of Assignor] [($________)] [Name of Assignee] [($________)]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ _________ Assignee $ ]_________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) that it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount (with respect to Revolving Credit Loans and Letter of Credit Participations) is [$ ]$______________, its Commitment Percentage is [ __________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $_____________, the aggregate amount of its Letter of Credit Participations equals $_____________ and the aggregate outstanding balance of its Term Loan equals $______________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Guarantor, Borrower or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Guarantor, Borrower or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Amended and Restated Revolving Credit Note (the "Revolving Credit Note") and the Term Note (the "Term Note") delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and Term Note for new Revolving Credit Notes and Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Amount of Revolving Amount of The Order of: Amounts of Notes Credit Note Term Note ------------- ----------- --------- Assignor $ $______________ $______________ Assignee $ ]$______________ $______________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$________, its Commitment Percentage is [ ____%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $________, and the aggregate amount of its Letter of Credit Participations equals ____% (in each case after before giving effect to the assignment contemplated hereby but without giving effect or to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of 148 the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note ------------- ----------- Assignor $ $________________ Assignee $ ]$________________

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], and the aggregate outstanding principal balance of its Loans equals [$ ] , and the aggregate outstanding amount of its participations in Letters of Credit equals $ (in each case after before giving effect to the assignment contemplated hereby but without giving effect to or any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation representations or warranty, express or implied, and assumes and shall have 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 theretothereto 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; and (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by . The Administrative Agent shall make the Borrowers pursuant appropriate entries on the applicable loan accounts to Section 2.4 reflect the assignment of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]Loans.

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is $[$ ____________________________], its Commitment Percentage is [ [______]%], the aggregate outstanding principal balance of its Loans equals $[$ ______________________], the aggregate amount of its Letter of Credit Obligations equals $[______________________] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower of the Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any Borrower of the Borrowers or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Note for a new Notes Note payable to the Assignor and the Assignee as follows: @@ Notes Payable to Amount of the Order of: Amounts of Notes Note ---------------- --------- Assignor $ Assignee $ ]@@

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$_______________, its Commitment Percentage is [ ________________%], the aggregate outstanding principal balance of its Loans equals [$ ] $_______________, and the aggregate outstanding amount of its participations in Letters of Credit equals $_______________ (in each case after before giving effect to the assignment contemplated hereby but without giving effect to or any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation or warranty, express or implied, and assumes and shall have no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of the 106 -2- Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Loan Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Notethe Notes delivered to it under the Loan Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note 's Notes for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Type of Notes Note Amount of Note: ------------------------ ------------ --------------- [Assignor Syndicated $ ] -------------------- [Assignee Syndicated $ ] -------------------- [Assignor Swing Line $ ] -------------------- [Assignee Swing Line $ ] -------------------- [OR] [Assignor Term $ ] -------------------- [Assignee Term $ ] -------------------- [The Assignor requests that [the Borrower issue [a] new Competitive Bid Note[s] payable to the Assignee and/or Assignor] or [the Administrative Agent make the appropriate entries on the Competitive Bid Loan Accounts] to reflect the assignment of Competitive Bid Loans.(1)]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ $_______], its Commitment Percentage is [ [____%], the aggregate outstanding principal balance of its Loans equals [$ $____] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment Agreement and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower Borrower, or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amounts of the Order of: Amounts of Notes ---------------- ----------- Assignor $ -------------------------------- ======================= Assignee $ ]-------------------------------- =======================

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. EXHIBIT F - FORM OF ASSIGNMENT AND ACCEPTANCE [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]:]

Assignor’s Representations. The Assignor (a) represents and warrants that [(i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ]] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Notes: Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is $[$ _______], its Commitment Percentage is [ [___]%], the aggregate outstanding principal balance of its Loans equals $[$ _______] and the aggregate amount of its Letter of Credit Participations equals $[_______] (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Loan Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Loan Agreement or any of the other Loan Documents or any other instrument or document 107 -2- delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Notethe Note delivered to it under the Loan Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Note for new Notes Note(s) payable to the Assignor and the Assignee as follows: Notes Note Payable to the Order of: Amounts Amount of Notes Note Assignor $ ---------------- Assignee $ ]----------------

Assignor’s Representations. The Assignor (ai) represents and warrants that (ia) it is legally authorized to enter into this Assignment and Acceptance, (iib) as of the date hereof, its aggregate Commitment Amount is [$ ]$_________________, its Commitment Percentage is [ ____________%], the aggregate outstanding principal balance of its Syndicated Loans equals [$ ] (in each case after giving effect to $_______________, the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)aggregate outstanding principal balance of its Competitive Bid Loans equals $_______________, and the aggregate amount of its participations in respect of Swing Line Loans equals $___________________and (iiic) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrower 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 Company or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Syndicated Note and Competitive Bid Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Company exchange the Assignor’s 's Syndicated Note for new Syndicated Notes and Competitive Bid Notes payable to the Assignor and the Assignee as follows: Notes Payable Amount of Amount of to the Order Syndicated Note Competitive Bid of: Amounts of Notes Note Assignor $ $__________________ $________________ _____ _____ Assignee $ ]$__________________ $________________ _____ _____

Assignor’s Representations. The Assignor Each of the Assignors (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as the execution, delivery and performance of this Assignment and Acceptance does not conflict with any provision of law or of the date hereofcharter or by-laws of such Assignor, its aggregate Commitment Amount is [$ ]or of any agreement binding on such Assignor, its Commitment Percentage is [ %](iii) all acts, the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect conditions and things required to be done and performed and to have occurred prior to the assignment contemplated hereby but without giving effect execution, delivery and performance of this Assignment and Acceptance, and to any contemplated assignments which render the same the legal, valid and binding obligation of such Assignor, enforceable against it in accordance with its terms, have not yet become effective)been done and performed and have occurred in due and strict compliance with all applicable laws, and (iiiiv) immediately after giving effect to all assignments which have not yet become effective, the such Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Holdings, the Borrower or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by Holdings, the Borrower or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note, Term Loan A Note and/or Term Loan B Note, as the case may be, delivered to Section 2.4 of it under the Credit Agreement. In addition, attaches hereto its Note. [Pursuant to Section 2.4 (a) FNBB represents and warrants that as of the Credit Agreementdate hereof, its Commitment is $11,600,000, its Commitment Percentage is 44%, the Assignee aggregate outstanding principal balance of its Revolving Credit Loans equals $____________, the aggregate amount of its Letter of Credit Participations equals $0, the aggregate outstanding balance of its Term Loan A equals $24,800,000 and the aggregate outstanding balance of its Term Loan B equals $7,600,000 (in each case prior to giving effect to the assignments contemplated hereby but after giving effect to any contemplated assignments which have not yet become effective); and (b) Xxxxxx represents and warrants that as of the date hereof, its Commitment Percentage is 25%, the aggregate outstanding principal balance of its Term Loan B equals $25,000,000 (in each case prior to giving effect to the assignments contemplated hereby but after giving effect to any contemplated assignments which have not yet become effective). Each of the Assignors requests that the Borrowers Borrower exchange such Assignor's Revolving Credit Note. Term Loan A Note and Term Loan B Note, asn the Assignor’s Note case may be, for new Notes payable to the such Assignor and each of the Assignee Assignees as follows: Notes Payable to Amount of Revolving Amount of Term Amount of Term the Order of: Amounts of Notes Assignor Credit Note Loan A Note Loan B Note ---------------- ------------------- -------------- -------------- FNBB $6,600,000 $9,800,000 $ Assignee $ ]4,100,000 Xxxxxx $0 $0 $20,500,000 Deutsche $2,500,000 $7,500,000 $0 Paribas $2,500,000 $7,500,000 $0 Xxxxxxx Xxxxx Portfolio $0 $0 $4,000,000 Xxxxxxx Xxxxx Fund $0 $0 $4,000,000

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ $__________ ], its Commitment Percentage is [ ___%], the aggregate outstanding principal balance of its Loans equals [$ $__________ ], and the aggregate amount of its Letter of Credit Participations equals [$__________ ] (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 any other instrument or document furnished pursuant thereto 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of either of the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by either of the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Note for [a] new Notes Note[s] payable to [the Assignor and and] the Assignee as follows: Notes Note[s] Payable to the Order of: Amounts Amount of Notes Note: ----------------- --------------- [Assignor $ [$_____________ ]] Assignee $ [$_____________ ]

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereofEffective Date (as hereinafter defined), immediately after giving effect to this Assignment and Acceptance, its aggregate Commitment Amount is [$ ]$_______, its Commitment Percentage is [ _______%], and the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)$_______________, and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage 's interest in the Loans will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Purchase Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Purchase Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of TransTechnology or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by TransTechnology or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Purchase Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its the Bridge Note [, Term Note and Exchange Note] delivered to it under the Purchase Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers TransTechnology exchange the Assignor’s 's Bridge Note [and/or Term Note and/or Exchange Note] for new Bridge Notes [and/or Term Notes and/or Exchange Notes] payable to the Assignor and the Assignee as follows: Notes Payable payable to Amount of Bridge Note: Amount of Amount of ---------------- --------------------- --------- --------- the Order order of: Amounts of Notes Term Note: Exchange Note: ---------------- ----------- -------------- Assignor $ $__________ $__________ $__________ Assignee $ ]$__________ $__________ $__________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]is[$ , its Commitment Percentage is is[ %], the aggregate outstanding principal balance of its Loans equals [$ ] , (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: :] [Notes Payable to the Order ofto: Amounts Amount of Notes Note: Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], $______________ its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] the aggregate amount of its Letter of Credit Participations equals $ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (c111) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Guarantor or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or the Guarantor or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Amounts of Notes Note ---------------- --------- Assignor $ $___________ Assignee $ ]$___________

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as the Assignor's portion of the date hereof, its aggregate Commitment Amount is [$ ], outstanding Revolving Credit Loans and Letter of Credit Participations and its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be are sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation or warranty, express or implied, and assumes and shall have 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 theretothereto 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; (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of any Borrower of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any Borrower of the Companies or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note ------------- ----------- Assignor $ Assignee $ ]$9,097,222.22 Assignee(1) $23,902,777.78

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ percent ( %]), the aggregate outstanding principal balance of its Loans Term Loan equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Loan Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Loan Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Notethe Term Note delivered to it under the Loan Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Term Note for new Term Notes payable to the Assignor and the Assignee as follows: @@ Notes Payable to Amount of the Order of: Amounts of Notes Term Note Assignor $ [$*] Assignee $ ][$*] @@

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Tranche A Commitment Amount is [$ ]$________, its Tranche A Commitment Percentage is [ ____%], the aggregate outstanding principal balance of its Tranche A Loans equals [$ ] $______, the aggregate amount of its Letter of Credit participations equals $______ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Tranche A Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Tranche A Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Tranche A Note for new Tranche A Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]:

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] the aggregate amount of its Letter of Credit Participations equals $ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower of its [Restricted] 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 Borrower of its [Restricted] Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Revolving Credit Note: Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$_______________, its Commitment Percentage is [ __%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $______________, the aggregate amount of its Letter of Credit Participations equals $______________ and the aggregate outstanding balance of its Term Loan equals $_____________ (in each case after prior to giving effect to the assignment contemplated hereby but without after giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note and Term Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and Term Note for new Revolving Credit and Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of the Order of: Amounts of Notes Credit Note Term Note Assignor $ $________________ $_______________ Assignee $ ]$________________ $_______________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: :] [Notes Payable to the Order ofto: Amounts Amount of Notes Note: Assignor $ __________ Assignee $ ________]_

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and AcceptanceAgreement, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$____________ , its Commitment Percentage Pro Rata Share is [ _______%], the aggregate outstanding principal balance of its Loans equals [$ ] $_________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrower 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 Company or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee 174 The Assignor requests that the Borrowers Company exchange the Assignor’s 's Revolving Note for a new Notes Revolving Note payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Note --------------- -------------------- Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, and (iiB) as of the date hereof, after giving effect to the assignments contemplated hereby, its aggregate Commitment Amount is [$ ]$41,000,000, its Commitment Percentage is [ 16.4%], the aggregate outstanding principal balance of its Loans equals [$ ] $35,260,000, AND the aggregate amount of its Letter of Credit Participations equals $0, (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (bii) 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 theretothereto 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 encumbranceencumbrance and that it has no knowledge that a Default or Event of Default has occurred and is continuing; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower of the other Transaction Parties 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 Borrower of the other Transaction Parties or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee Assignees as follows: Notes Payable to Amount of Revolving the Order of: Amounts Credit Note ------------- ------------------- Assignor $41,000,000 Notes Payable to Amount of Notes Assignor $ Assignee $ ]Revolving the Order of: Credit Note ------------- ------------------- Assignees: ABN AMRO Bank, N.V. $25,000,000 The Bank of Nova Scotia $12,000,000 Bank of Tokyo-Mitsubishi Trust Company $20,000,000 CIBC, Inc. $12,000,000 The Chase Manhattan Bank $20,000,000 CoreStates Bank, N.A. $12,000,000 The First National Bank of Chicago $20,0O0,000 The Fuji Bank, Limited $12,000,000 The Industrial Bank of Japan, Limited $20,000,000 KeyBank National Association $20,000,000 State Street Bank and Trust Company $12,000,000 The Sumitomo Bank, Limited $12,000,000 SunTrust Bank, Atlanta $12,000,000

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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, 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; and (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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. ASSIGNEE'S REPRESENTATIONS. The Assignee (i) represents and warrants that (A) it is duly and legally authorized to enter into this Assignment and Acceptance, (B) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (C) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the 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; and (dii) if issued by the Borrowers pursuant to Section 2.4 confirms that it has received a copy of the Credit Agreement, attaches hereto together with copies of the most recent financial statements delivered pursuant to Sections 8.4 and 9.4 thereof and such other documents and information as it has deemed appropriate to make its Note. [Pursuant own credit analysis and decision to Section 2.4 enter into this Assignment and Acceptance; (iii) 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; (iv) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement, Agreement are required to be performed by it as a Bank; and (vii) acknowledges that it has made arrangements with the Assignor satisfactory to the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable with respect to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts its pro rata share of Notes Assignor $ Assignee $ ]Letter of Credit Fees in respect of outstanding Letters of Credit.

Assignor’s Representations. The Assignor (ai) represents and warrants that (ia) it is legally authorized to enter into this Assignment and Acceptance, (iib) as of the date hereof, its aggregate Commitment Amount is [$ ]$_________________, its Commitment Percentage is [ ____________%], the aggregate outstanding principal balance of its Syndicated Loans equals [$ ] (in each case after giving effect to $_______________, the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)aggregate amount of its Letter of Credit Participations equals $______________, the aggregate outstanding principal balance of its Competitive Bid Loans equals $_______________, and the aggregate amount of its participations in respect of Swing Line Loans equals $___________________and (iiic) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Hasbro SA or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the Page 196 performance or observance by the Company, Hasbro SA or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Syndicated Notes and Competitive Bid Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Company and Hasbro SA exchange the Assignor’s Note 's Syndicated Notes for new Syndicated Notes and, in the case of the Company, Competitive Bid Notes payable to the Assignor and the Assignee as follows: Notes Amount of Amount of Amount of Payable to Syndicated Syndicated Competitive the Order Note (the Note (Hasbro Bid Note of: Amounts of Notes Company) SA) Assignor $ $___________ $___________ $___________ -- -- ---- Assignee $ ]$___________ $___________ $___________ -- -- ----

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Revolving Credit Commitment Amount is [$ ]$_____________, its Revolving Credit Commitment Percentage is [ _____________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals $_____________, its Growth Loan Commitment is $_____________, its Growth Loan Commitment Percentage is _____________%, the aggregate outstanding principal balance of its Growth Loans equals $_____________, [$ OR, IF AFTER THE TERM OUT DATE, its Term Loan Percentage is _____________%, the aggregate outstanding principal balance of its portion of the Term Loan equals $_____________,] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Revolving Credit Commitment Percentage and Growth Loan Commitment Percentage [OR, IF AFTER THE TERM OUT DATE, Term Loan Percentage] will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note 's Notes for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of Growth the Order of: Amounts of Notes Credit Note Loan Note ------------- ----------- --------- Assignor $ $_______________ $_______________ Assignee $ ]$_______________ $_______________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$229,166,670, its Commitment Percentage is [ 65.476191%], the aggregate outstanding principal balance of its Loans equals [$ ] $199,702,383.86 (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]:

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ,] (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$_______________, its Commitment Percentage is [ ________________%], the aggregate outstanding principal balance of its Loans equals [$ ] $_______________, and the aggregate outstanding amount of its participations in Letters of Credit equals $_______________ (in each case after before giving effect to the assignment contemplated hereby but without giving effect to or any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet 107 -2- become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) makes no representation or warranty, express or implied, and assumes and shall have 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 theretothereto 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; (ciii) makes no representation or warranty and assumes and shall have no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Notes delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note 's Notes for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Type of Notes Note Amount of Note: ------------------------ ------------ --------------- [Assignor $ Syndicated $____________________] [Assignee $ Syndicated $____________________] [Assignor Swing Line $____________________] [Assignee Swing Line $____________________]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$________________, its Commitment Percentage is [ ________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $________________ and the aggregate amount of its Letter of Credit Participations equals $________________ (in each case after before giving effect to the assignment contemplated hereby but without giving effect or to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto or the attachment, perfection or priority of 92 -2- 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Not delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note ---------------- ------------------- Assignor $ ---------------- Assignee $ ]----------------

Assignor’s Representations. The Assignor represents to Assignee (aas of the Execution Date and again as of the Effective Date) represents and warrants that as follows: (i) it The Lease has not been modified, amended, supplemented, terminated, extended or renewed except as set forth in Exhibit B, and a true and correct copy of the Lease, including any amendments thereto, is legally authorized to enter into this Assignment and Acceptance, attached as Exhibit B; (ii) as Assignor has not previously assigned its interest in the Lease or sublet the Premises or any portion thereof or entered into any agreement permitting any person or entity to use or occupy any portion of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], Premises or the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and Improvements; (iii) immediately after the Lease is in full force and effect and there exists no default under the Lease on the part of Assignor or, to the current actual knowledge of Assignor, Landlord, nor has any event occurred which, with the giving effect of notice or the passage of time or both, could constitute a breach or default by Assignor or, to the current actual knowledge of Assignor, Landlord under the Lease; (iv) Assignor has paid all assignments base rent, additional rent, and all other charges presently due and payable under the Lease through and including June 30, 2002, subject to reconciliation of Operating Expenses (as that term is defined in Lease) by Landlord for calendar year 2001, if any; (v) Assignor is a corporation in good standing under Delaware law and is authorized to do business in California and the person signing this Assignment on behalf of Assignor has the full power and authority to bind Assignor to this Assignment; (vi) Assignor has not received written notice of any pending or threatened litigation which have not yet become effective, the affects Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation use of or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with operations on 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower in respect of any of the Obligations or 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 theretoPremises; and (dvii) if issued by the Borrowers pursuant to Section 2.4 “Commencement Date” of the Credit AgreementLease was March 1, attaches hereto its Note. [Pursuant to Section 2.4 1998 and the “Expiration Date” of the Credit AgreementLease is February 29, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]2008.

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans Term Loan equals [$ ] $_________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment 's Loan Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Term Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Term Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto or the attachment, perfection or priority of any security interest, 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Term Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Notethe Term Note delivered to it under the Term Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Term Note for new Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Amounts Term Note Assignor $_____________ Assignee $_____________ 3. ASSIGNEE'S REPRESENTATIONS. The Assignee (i) represents and warrants as of Notes Assignor $ Assignee $ ]the date hereof and as of the Effective Date that (A) it is duly and legally authorized to enter into this Assignment and Acceptance, (B) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (C) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the 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) confirms that it has received a copy of the Term Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.3 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the 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 Term Agreement; (iv) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Term Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Term Agreement are required to be performed by it as a Bank.

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$_____________, its Commitment Percentage is [ ____%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $________, and the aggregate amount of its Letter of Credit Participations equals $________ (in each case after before giving effect to the assignment contemplated hereby but without giving effect or to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of 101 the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note ---------------- ------------------- Assignor $ $________________ Assignee $ ]$________________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment Agreement and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower Borrower, or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amounts of the Order of: Amounts of Notes --------------------------------------- Assignor $ ----------- -------- Assignee $ ]----------- --------

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment Agreement and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower Borrower, or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. Table of Contents [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Notes: Assignor $ ____________ Assignee $ ]____________

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] , (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (ia) it is legally authorized to enter into this Assignment and Acceptance, (iib) as of the date hereof, its aggregate Commitment Amount is [$ ]$_________________, its Commitment Percentage is [ ____________%], the aggregate outstanding principal balance of its Syndicated Loans equals [$ ] (in each case after giving effect to $_______________, the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), aggregate outstanding principal balance of its Competitive Bid Loans equals $_______________ and (iiic) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Line Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Line Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Borrower 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 Company or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or of any of its obligations under the Credit Line Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by attaches hereto the Borrowers pursuant Syndicated Note and Competitive Bid Note delivered to Section 2.4 of it under the Credit Line Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Company exchange the Assignor’s 's Syndicated Note for new Syndicated Notes and Competitive Bid Notes payable to the Assignor and the Assignee as follows: Notes Payable Amount of Amount of to the Order Syndicated Note Competitive Bid of: Amounts of Notes Note Assignor $ $________________ $_________________ ______ ______ Assignee $ ]$________________ $_________________ ______ ______

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, and (ii) as of the date hereof, its aggregate Commitment Amount is [$ $_____________], its Commitment Percentage is [ [____%], the aggregate outstanding principal balance of its Loans equals [$ $____________] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amounts of the Order of: Amounts of Notes Assignor $ $____________ Assignee $ ]$____________ Section3. Assignee's Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the 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; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) 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; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank.

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], $_____________ its Commitment Percentage is [ _______%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$_____________ the aggregate amount of its Letter of Credit Participations equals $____________ and the aggregate outstanding principal balance of its Term Loans equals $ ] (in each case after prior to giving effect to the assignment contemplated hereby but without after giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrowers or any Borrower of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Note(s) delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers exchange the Assignor’s Note 's [Revolving Credit Note][Nicolet Term Note] [AutoDiagnos Term Note] for a new Notes [Revolving Credit Note] [Nicolet Term Note] [AutoDiagnos Term Note] payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of Amount of the Order of: Amounts of Notes Credit Note Nicolet Term Note AutoDiagnos Term Note ---------------- ------------------- ----------------- --------------------- Assignor $ $____________ $___________ $___________ Assignee $ ]$____________ $___________ $___________

Assignor’s Representations. The Assignor (a) represents As of the Effective Date and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the --------------------------- date hereofof the Closing, its aggregate Commitment Amount is [$ ]Assignor represents, its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)warrants, and (iii) immediately after giving effect covenants to Assignees that Exhibit A sets forth a true and complete list of all assignments which have not yet become effectivethe agreements, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; (b) makes no representation or warranty, express or implieddocuments, and assumes no responsibility with respect to any statements, warranties or representations made in or instruments entered into in connection with the Credit Agreement or any transactions contemplated by the Loan Documents; that the copies of the other Loan Documents or the executionattached as Exhibit A-1 are true, legality, validity, enforceability, genuineness, sufficiency or value accurate and complete copies of the Credit originals of such documents; that the Loan Documents have not been amended, modified, supplemented or released except as reflected in copies of the Loan Documents attached as Exhibit A-1; that Assignor is the present legal and equitable owner and holder of each of the Loan Documents described herein, the indebtedness evidenced thereby, and all pledges, liens and security interests existing in connection therewith and securing payments thereof; that Assignor has the full right and authority to transfer and convey each of the Loan Documents described herein, the indebtedness evidenced thereby and all security therefor, and to execute this Agreement; that the Assignor has not assigned, mortgaged, hypothecated, granted a security interest in, or otherwise encumbered, any of the Loan Documents, the indebtedness evidenced thereby or any of said liens or security to any other parties; that, as of the Effective Date $7,044,824.68 is the outstanding principal amount of the Loan Documents; that, as of June 15, 2000, interest due under the Loan Documents has been paid through December 31, 1999; that, to the best of Assignor's knowledge, no defense, counterclaim or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner right of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility setoff exists with respect to the financial condition indebtedness evidenced by the Loan Documents and that the Borrower has not asserted to Assignor that any exist; that Assignor has not subordinated the indebtedness represented by the Loan Documents to any other indebtedness of Borrower; that, to the Assignor's knowledge, the liens evidenced by the Loan Documents are valid against the collateral described therein; and that Assignor has not released any of its rights of security for payment of any Borrower indebtedness evidenced by the Loan Documents. Assignor expressly waives and releases any and all rights that Assignor may now have or the performance hereafter have to establish or observance by enforce any Borrower in respect of lien or security interest existing under any of the Obligations Loan Documents as security for the payment of any other or future indebtedness of Borrower to Assignor. Assignor further represents, warrants and covenants that, in the event it receives any payments from Borrower on the indebtedness evidenced by the Loan Documents from and after the Effective Date, Assignor shall remit all such payments to Leslie B. Daniels xx Xxxxx xxx Xxxxgnees on the date of its obligations under Closing and, in the Credit Agreement or event it receives any such payments after the date of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) if issued by the Borrowers pursuant Closing, Assignor shall promptly remit all such payments to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]Leslie B. Daniels xx Xxxxx xxx xxx Assignees.

Assignor’s Representations. The Assignor (a) represents hereby represents, warrants and warrants that (i) it is legally authorized covenants to enter into this Assignment Assignee and AcceptanceLandlord, (ii) as of the date hereofof this Agreement, its aggregate Commitment Amount that: (a) the Lease is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), full force and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptanceeffect; (b) 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, other than that it Assignor's interest therein is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbranceall encumbrances; (c) makes no representation Assignor has fully performed all covenants and obligations on its part to be performed under the Lease; (d) Assignor has not done or warranty and assumes no responsibility with respect to the financial condition of permitted any Borrower act or the performance or observance by any Borrower acts in respect violation of any of the Obligations covenants, provisions or terms contained in the Lease or in this Agreement; (e) Assignor has not heretofore assigned, mortgaged or otherwise transferred or encumbered, voluntarily or involuntarily, either the Lease or its interest therein, nor has Assignor encumbered, voluntarily or involuntarily, any portion of the Premises, nor has Assignor sublet or licensed, voluntarily or involuntarily, any portion of the Premises; (f) Landlord has fully performed all the covenants and obligations on its obligations part to be performed and observed under the Credit Agreement Lease; (g) Landlord has not done or permitted any act or acts in violation of any of the other Loan Documents covenants, provisions or any other instrument terms contained in the Lease or document delivered or executed pursuant theretoin this Agreement; and (dh) if issued there is not now in existence any reason or claim to offset, deduct or decrease any payments due from Assignor under the Lease. The foregoing representations by the Borrowers pursuant to Section 2.4 Assignor shall be deemed repeated as of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]Effective Date.

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment Agreement and Acceptance; (b) 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, 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower Borrower, or the performance or observance by any Borrower in respect of any of the Obligations or 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 (d) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee requests that the Borrowers exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts of Notes Assignor $ Assignee $ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ $_________], its Commitment Percentage is [ [_________] percent (_____)%], the Dollar Equivalent of the aggregate outstanding principal balance of its Domestic Loans equals $[_________], the Dollar Equivalent of the aggregate outstanding principal balance of its UK Loans equals $[_________], the Dollar Equivalent of the aggregate outstanding principal balance of its Australian Loans equals $[_________], the Dollar Equivalent of the aggregate outstanding principal balance of its [participations in] Swingline Loans equals [$ $_________], the Dollar Equivalent of the aggregate outstanding principal balance of its Competitive Bid Loans equals [$_________], the Dollar Equivalent of the aggregate amount of its Letter of Credit Participations equals [$_________] (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower of the Borrowers or any of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any Borrower of the Borrowers or any of their Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) attaches hereto the Co-Borrower Note, the UK Note, the Australian Note [and the Competitive Bid Note] [if issued by the Borrowers pursuant to Section 2.4 assigning 100% of its interests under the Credit Agreement, attaches hereto its Note. [Pursuant ] delivered to Section 2.4 of it under the Credit Agreement, the Assignee . The Assignor requests that the Borrowers exchange the Assignor’s 's Domestic Note, UK Note and Australian Note for new Notes Co-Borrower Note(s), UK Note(s) and Australian Note(s) payable to the Assignor and the Assignee and issue a new Competitive Bid Note payable to the Assignee as follows: Amount of Amount of Amount of Amount of Notes Payable to Co-Borrower UK Australian Competitive the Order of: Amounts of Notes Note: Note: Note: Bid Note: ------------- ----- ----- ----- --------- Assignor $ $ $ N/A Assignee $ ]$ $ $75,000,000

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$_____, its Commitment Percentage is [ _____%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $_____, the aggregate amount of its Letter of Credit Participations equals $_____ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and the Assignee as follows: @@ Notes Payable to Amount of Revolving the Order of: Amounts of Notes Credit Note ---------------- ------------------- Assignor $ $_________ Assignee $ ]$_________ @@

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Revolving Credit Dollar Commitment Amount is [$ ], its Revolving Credit Percentage Commitment Percentage is [ .00%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] , the aggregate amount of its L/C participations equals $ (in each case after prior to giving effect to the assignment contemplated hereby but without giving effect to or any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Revolving Credit Percentage Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 Loan and Security Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan and Security Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower of its Affiliates or any other Person primarily or secondarily liable in respect of any of the Liabilities, or the performance or observance by the Borrower or any Borrower of its Affiliates or any other Person primarily or secondarily liable in respect of any of the Obligations or Liabilities of any of its their obligations under the Credit Loan and Security Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (div) if issued by the Borrowers pursuant to Section 2.4 of the Credit Agreement, attaches hereto its the Revolving Credit Note [and SwingLine Note] delivered to it under the Loan and Security Agreement. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note [and SwingLine Note] for new Revolving Credit [and SwingLine] Notes payable to the Assignor and the Assignee as follows: Notes Payable to the Order of: Amounts Amount of Notes Revolving Credit Note [Amount of SwingLine Note] Assignor $ [$ ] Assignee $ [$ ]

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ]$________________, its Commitment Percentage is [ ________%], the aggregate outstanding principal balance of its Revolving Credit Loans equals [$ ] $________________, the aggregate amount of its Letter of Credit Participations equals $________________ and the aggregate outstanding balance of its Term Loan equals $________________ (in each case after before giving effect to the assignment contemplated hereby but without giving effect or to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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 129 -2- hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (d) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note and Term Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and Term Note for new Revolving Credit and Term Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of the Order of: Amounts of Notes Credit Note Term Note ---------------- ------------------- --------- Assignor $ $ ---------------- -------------- Assignee $ ]$ ---------------- --------------

Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its aggregate Commitment Amount is [$ ], its Commitment Percentage is [ %], the aggregate outstanding principal balance of its Loans equals [$ ] ], (in each case after before giving effect to the assignment contemplated hereby but and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (b) 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 theretothereto 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; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any Borrower other Person primarily or secondarily liable in respect of any of the Obligations or Loans 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 (d) if issued by attaches hereto the Borrowers pursuant Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of the Order of: Amounts of Notes Note Assignor $ Assignee $ ]$

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereof, its aggregate Commitment Amount is [$ ]$__________, its Commitment Percentage is [ __________.00%], the aggregate outstanding principal balance of its Syndicated Loans equals [$ ] $__________, the aggregate amount of its Letter of Credit Participations equals $__________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Borrower 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 Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note and the Competitive Bid Note delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers Borrower exchange the Assignor’s 's Revolving Credit Note and the Competitive Bid Note for new Revolving Credit and Competitive Bid Notes payable to the Assignor and the Assignee as follows: Notes Payable to Amount of Revolving Amount of the Order of: Amounts of Notes Credit Note Competitive Bid Note Assignor $ $____________ $____________ Assignee $ ]$____________ $____________

Assignor’s Representations. The Assignor (ai) represents and warrants that (iA) it is legally authorized to enter into this Assignment and Acceptance, (iiB) as of the date hereofEffective Date (as hereinafter defined), immediately after giving effect to this Assignment and Acceptance, its aggregate Revolving Credit Commitment Amount is [$ ]$_______, its Commitment Percentage with respect to the 132 -2- Revolving Credit Loans is [ _______%, [the outstanding principal balance of its Term Loan Commitment is $________________, its Commitment Percentage with respect to the Term Loan is _____________%], the aggregate outstanding principal balance of its Loans equals [$ ] (in each case after giving effect to $_______________, and the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective)aggregate amount of its Letter of Credit Participations equals $_______, and (iiiC) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s 's Commitment Percentage with respect to the Revolving Credit Loans [and Commitment Percentage with respect to the Term Loan] will be sufficient to give effect to this Assignment and Acceptance; , (bii) 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 any other instrument or document furnished pursuant thereto 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 theretothereto 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; (ciii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of TransTechnology or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by TransTechnology or any Borrower of its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or 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 (div) if issued by attaches hereto the Borrowers pursuant Revolving Credit Note [and Term Note] delivered to Section 2.4 of it under the Credit Agreement, attaches hereto its Note. [Pursuant to Section 2.4 of the Credit Agreement, the Assignee The Assignor requests that the Borrowers TransTechnology exchange the Assignor’s 's Revolving Credit Note [and/or Term Note] for new Revolving Credit Notes [and/or Term Notes] payable to the Assignor and the Assignee as follows: Notes Payable payable to Amount of Revolving Credit Note: Amount of Term Note: the Order order of: Amounts of Notes Assignor $ $__________ $__________ Assignee $ ]$__________ $__________