ASSIGNMENT AND ACCEPTANCE
[Date]
Reference is made to the Amended And Restated
Loan And Security Agreement dated to be effective as of September
, 2005 (as amended or
supplemented from time to time, the A
LOAN AGREEMENT”), by and among
MARTEK BIOSCIENCES CORPORATION, a Delaware corporation
(“BORROWER”) , and MANUFACTURERS AND TRADERS
TRUST COMPANY, as ADMINISTRATIVE AGENT, and the LENDERS party
thereto. Capitalized terms which are defined in the LOAN AGREEMENT
and which are used herein without definition shall have the same
meanings herein as in the LOAN AGREEMENT.
(“ASSIGNOR”) and
(“ASSIGNEE”)
agree as follows:
1. The ASSIGNOR hereby sells and assigns to
the ASSIGNEE, and the ASSIGNEE hereby purchases and assumes from
the ASSIGNOR, as of the EFFECTIVE DATE (as defined below), a
% interest (the
“ASSIGNED INTEREST”) in and to the LOAN
(“LOAN”) which is held by the ASSIGNOR and in and to
all of the ASSIGNOR =
S interests, rights and obligations
under the LOAN AGREEMENT and other CREDIT DOCUMENTS with respect to
the LOAN and the ASSIGNOR thereby retains
% of its interest therein
(the “RETAINED INTEREST”) in the LOAN. This Assignment
And Acceptance is intended to be a “LENDER
ASSIGNMENT.”
2. The ASSIGNOR: (a) represents that,
as of the date hereof, (i) its COMMITMENT PERCENTAGE for the
LOAN (without giving effect to assignments thereof which have not
yet become effective) under the LOAN AGREEMENT and (ii) the
outstanding unpaid principal balance of the LOAN (unreduced by any
assignments thereof which have not yet become effective) under the
LOAN AGREEMENT are each set forth in Section 2 of
Schedule I hereto; (b) makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection
with the LOAN AGREEMENT or any other CREDIT DOCUMENT or the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of the LOAN AGREEMENT or of the other CREDIT
DOCUMENTS or any other instrument or document furnished pursuant
thereto, other than that the ASSIGNOR is the legal and beneficial
owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (c) makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of the BORROWER or the
performance or observance by the BORROWER of any of the
OBLIGATIONS; and (d) attaches the NOTE presently held by the
ASSIGNOR and requests that the ADMINISTRATIVE AGENT and the
BORROWER arrange for the exchange of such NOTE for replacement
NOTES payable to each of the ASSIGNOR and the ASSIGNEE in
accordance with the procedures set forth in the LOAN AGREEMENT, in
the following amounts:
