Common use of FORM OF ASSIGNMENT AND ACCEPTANCE Clause in Contracts

FORM OF ASSIGNMENT AND ACCEPTANCE. Reference is made to that certain Credit Agreement, dated as of November 24, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein without definitions shall have the meanings ascribed thereto in the Credit Agreement), by and among CHICO’S FAS, INC., a Florida corporation (“Parent”), WHITE HOUSE | BLACK MARKET, INC., a Florida corporation (“WHBM”), CHICO’S RETAIL SERVICES, INC., a Florida corporation (“Chico’s Retail”), CHICO’S DISTRIBUTION SERVICES, LLC, a Georgia limited liability company (“Chico’s Distribution”), SOMA INTIMATES, LLC, a Florida limited liability company (“Soma”; Parent, WHBM, Chico’s Retail, Chico’s Distribution and Soma are referred to herein each individually as a “Borrower” and, collectively, as the “Borrowers”), the Persons party thereto from time to time as Guarantors (if any), the financial institutions party thereto from time to time as lender (the “Lenders”), SUNTRUST BANK, as the Issuing Bank, and SUNTRUST BANK, as the administrative agent (the “Administrative Agent”). The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows: