ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Assignment ”) is dated as of the Effective Date set forth
below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “
Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the
Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and
obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of
credit and swingline loans) (the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment, without representation or warranty by the Assignor.
[and is an
Federated Investors, Inc.
PNC Bank, National Association, as the agent under the Credit Agreement
The Credit Agreement dated as of October 31, 2006 among Federated Investors, Inc., the