Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:

Assigned Interest. 1 Select as applicable. Aggregate Maximum Loan Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Aggregate Maximum Loan Amount Assigned Percentage Assigned of Commitment/Loans2 Aggregate Maximum Loan Amount $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: [Consented to and]2 Accepted: SUNTRUST BANK, as Administrative Agent By: Name: Title: [Consented to and]3 Accepted: SUNTRUST BANK, as Issuing Bank By: Name: Title: [Consented to and]4 Accepted: XXXXX EXPLORATION - PERMIAN, LLC By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage To be added only if the consent of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as is required by Section 10.4(b) of the Credit Agreement. 3 To be added only if the consent of the Issuing Lender By Title:Bank is required by Section 10.4(b) of the Credit Agreement. 4 To be added only if the consent of the Borrower is required by Section 10.4(b) of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor3 Assignee4 Aggregate Amount of Commitment/Loans for all Lenders Lenders5 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Commitment/ Loans6 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________________]7 Effective Date: _______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesMNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment 3 List Assignor. 4 List Assignee. 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]1 Accepted: JPMORGAN CHASE MIZUHO BANK, N.A.LTD., as Administrative Agent By By: Name: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]3 GRIFFON CORPORATION By to:]2 MPLX LP, a Delaware limited partnership By: MPLX GP LLC, its General Partner By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANKBANKRATE, N.A.INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By By: Name: Title: Consented to: JPMORGAN CHASE BANK[ ], N.A. 6 as Issuing Lender By Bank By: Name: Title:: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans8 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 ASSIGNOR] 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANKWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By By: Authorized Signatory [Consented to]9: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its general partner By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By OZ ADVISORS LP By: Och-Ziff Holding Corporation, its general partner By: Name: Title: Consented toOZ ADVISORS II LP By: JPMORGAN CHASE BANKOch-Ziff Holding LLC, N.A. as Issuing Lender By its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Facility Assigned6 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans7 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]8 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]9 AOL INC. By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender [NAME OF ANY OTHER RELEVANT PARTY] By Title:: 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Borrower consent required only pursuant to clause (a)(i) of Section 10.11 of the Credit Agreement. 2 Administrative Agent consent required for assignments (i) to an Eligible Assignee that is not a Lender, Approved Fund or an Affiliate of a Lender and (ii) pursuant to clause (a)(i) of Section 10.11 of the Credit Agreement. 3 Select as applicable. Lender Assignment Agreement (Second Lien) Aggregate Amount of Commitment/Amount of Loans Percentage Assigned Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans $ $ % $ $ % $ $ % Effective Date: ___________[MONTH] ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information Lender Assignment Agreement (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesSecond Lien) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed toto as of the Effective Date: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 Set forthLender Assignment Agreement (Second Lien) [Consented to and] Accepted: CITICORP USA, to at least 9 decimalsINC., as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANKHBI BRANDED APPAREL LIMITED, N.A. INC., as Issuing the Borrower By: Name: Title:] Lender By Title:Assignment Agreement (Second Lien) ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Name: Title: ASSIGNEE NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]3 Accepted: JPMORGAN CHASE BANKFBR CAPITAL MARKETS LT, N.A.INC., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to:]4 [NAME OF BORROWER] By: Name: Title: Consented to[NAME OF ANY OTHER RELEVANT PARTY] By: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Name: Title:: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ Commitment [$] [$] % Effective Date: ___________ ____, 20__ 2020 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title [Consented to and and]3 Accepted: JPMORGAN CHASE XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By TitleBy: Name: Title [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:]4 KIMCO REALTY CORPORATION By: Name: Title 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4 To be added only if the consent of Kimco is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Revolving Credit $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. By Title: [Consented to:]3 GRIFFON to:]4 SELECT COMFORT CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. 1 Select as applicable. Raven Industries Credit Agreement Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A.4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 [NAME OF RELEVANT PARTY] By: Title: Consented to: JPMORGAN CHASE BANK5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, N.A. as Issuing Lender By Title:Bank) is required by the terms of the Credit Agreement. ANNEX I [ ]6 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans4 Commitment Maturity Date of Assigned Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parent and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Exhibit C to Credit Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to:]6 [NAME OF RELEVANT PARTY] By: Name: Title: Consented to: JPMORGAN CHASE BANK5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6 To be added only if the consent of the Parent and/or other parties (e.g. Swing Line Lenders, N.A. as Issuing Lender By Title:LC Issuers) is required by the terms of the Credit Agreement. Exhibit C to Credit Agreement ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: MUFG BANK, LTD., as Administrative Agent By: Title: [NISOURCE INC., as Borrower] 3 By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By TitleBy: [Consented to:]3 GRIFFON CORPORATION By Title: Title:]3 Consented to: JPMORGAN CHASE BANKGENERAL MOTORS COMPANY By: Title: 3 Prior written consent of the Company and the Administrative Agent, N.A. as Issuing is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender By Title:or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s 's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Title: [NISOURCE INC., as Borrower]3 By: Title: ______________________________________________ 2 Set forth, to so at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans Assigned2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and its affiliates and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE ASSIGNOR] By: Title: 2 Set forth, to at least 9 nine (9) decimals, as a percentage of the Commitment/Loans of all LendersBanks thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and Accepted: Accepted:]3 JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]4 XXXXXX INTERNATIONAL INC., as Borrower By Title: Consented to: JPMORGAN CHASE BANK, N.A. 3 If required by the terms of the Credit Agreement. 4 If required by the terms of the Credit Agreement and so long as Issuing Lender By Title:no Event of Default has occurred and is continuing. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans6 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Paying Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersBanks. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Paying Agent By Title: [Consented to:]3 GRIFFON CORPORATION to: SOUTHWEST AIRLINES CO. By Title: Title:]7 [Consented to: JPMORGAN CHASE BANK[ ], N.A. as Issuing Lender By Title:Title:]8 7 Include if applicable 8 Include if applicable ANNEX 1 Credit Agreement dated as of April 2, 2013 among Southwest Airlines Co., the Banks parties thereto, Citibank, N.A., as Paying Agent, and the other agents parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE BANK, N.A.,, as Administrative Agent By Title: [Consented to:]3 GRIFFON HXXXXX XXXX EDUCATORS CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Revolving Loans for all Lenders Amount of Commitment/Commitment/ Revolving Loans Assigned Percentage Assigned of Commitment/Revolving Loans2 $ $ % Aggregate Amount of Competitive Loans of Assignor Amount of Competitive Loans Percentage Assigned of Competitive Loans3 $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 Set 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. 3Set forth, to at least 9 decimals, as a percentage of the Competitive Loans of the Assignor. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 Xxxxxxx & Xxxxx, Incorporated By: Name: Title: Consented to: JPMORGAN CHASE BANK4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 Xxxxxxx & Xxxxx, N.A. as Issuing Lender By Title:Incorporated First Amended and Restated Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Type of Commitments/ Loans Assigned Aggregate Amount of Commitment/Commitments/ Loans for all Lenders Amount of Commitment/Commitments/ Loans Assigned Percentage Assigned of Commitment/Commitments/ Loans2 CUSIP Number $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if it is not a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts “Credit Contacts” to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: [Consented to and]3 Accepted: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Effective Date: ______________[ ], 20__ [ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all LendersLenders thereunder. [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: to:]4 JPMORGAN CHASE BANK, N.A. N.A., as [Swingline Lender] [Issuing Lender By Bank] By: Name: Title:: [Consented to:]5 CABOT CORPORATION By: Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 Revolving Loan Commitment $ $ % Term Loan $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE BANK, N.A.BNP PARIBAS, as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By U.S. SILICA COMPANY By: Name: Title: Consented to: JPMORGAN CHASE BANK2 To be added only if the consent of Administrative Agent is required by the terms of the Credit Agreement. 3 To be added only if the consent of Company and/or other parties (e.g. Swing Line Lender, N.A. as Issuing Lender By Title:Lender) is required by the terms of the Credit Agreement. ANNEX 1 U.S. SILICA COMPANY $425,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 8, 2011 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans5 $ $ % Effective Date: ______________, 20__ , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Restricted Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders under the Credit Agreement. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]6 Accepted: JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent By By: Title: [Consented to:]3 GRIFFON CORPORATION By to:]7 QUICKSILVER RESOURCES CANADA INC. By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:6 To be added only if the consent of the Administrative Agent is required by Section 12.04(b) of the Credit Agreement. 7 To be added only if the consent of the Borrower is required by Section 12.04(b) of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans2 Term Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws.]4 [Signature page follows] 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Name: Title: ASSIGNEE NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A., CAYMAN ISLANDS BRANCH,as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 [STARDUST FINANCE HOLDINGS, INC.] By: Name: Title: Consented to: JPMORGAN CHASE BANK5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 JUNIOR LIEN TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 13, N.A. as Issuing Lender By Title:2015 AMONG LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC. THE LENDERS PARTY THERETO, CREDIT SUISSE AG, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THEREUNDER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 Revolving Facility $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE XXXXXX XXXXXXX SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT By: Name: Title: [XXXXXX XXXXXXX BANK, N.A.], as Administrative Agent By AS ISSUING BANK By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANKETSY, N.A. as Issuing Lender By Title:INC. By: Name: Title:]2 2 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I ETSY, INC. CREDIT AGREEMENT Standard Terms and Conditions for Assignment and Assumption

Assigned Interest. Facility Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. Revolving Commitment,” “Term Commitment,”). Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. $ $ % $ $ % $ $ % Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, [Consented to at least 9 decimals, as a percentage and] To be added only if the consent of the Commitment/Loans Administrative Agent is required by the terms of all Lendersthe Credit Agreement. Consented to and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Titleto and] To be added only if the consent of the Issuing Lender is required by the terms of the Credit Agreement. Accepted: Consented to: JPMORGAN CHASE BANKBANK OF AMERICA, N.A. N.A., as Issuing Lender By Title:: [Consented to:] To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. CORELOGIC, INC. By Title: ANNEX 1 Amended and Restated Credit Agreement, dated as of April 21, 2015 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CoreLogic, Inc., CoreLogic Australia Pty Limited, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank of America, as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Revolving Credit Loans 1 $ $ % $ $ % $ $ % Effective Date: ______________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan other Credit Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all LendersLenders thereunder. Name: Title: [Consented to and and]2 Accepted: JPMORGAN CHASE WXXXX FARGO BANK, N.A., as Administrative Agent By [, as Letter of Credit Issuer] By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, as Borrower By: ITC Holdings Corp., its sole manager By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned4 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans5 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]6 Accepted: JPMORGAN CHASE BANK[BANK OF AMERICA, N.A.], as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]7 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:6 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Revolving Credit Loans 1 $ $ % $ $ % $ $ % Effective Date: ______________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan other Credit Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all LendersLenders thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE WXXXX FARGO BANK, N.A., as Administrative Agent By [, as Letter of Credit Issuer] By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By INTERNATIONAL TRANSMISSION COMPANY, as Borrower By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Loans1 $ $ % Effective Date: _____________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR], By: Name: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. ASSIGNEE [NAME OF ASSIGNEE], By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By AS ADMINISTRATIVE AGENT, By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Titleto: CF INDUSTRIES, INC., as the Lead Borrower By: Name: Title:]2 [Consented to: JPMORGAN CHASE BANK[ISSUING BANKS], N.A. as Issuing Lender By Title:By: Name: Title:]3 2 To be added only if the consent of the Lead Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of all Lenders Assigned Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]4 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Loans1 $ $ % Effective Date: _____________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR XXXXXXXX], By: Name: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. ASSIGNEE [NAME OF ASSIGNEE], By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By AS ADMINISTRATIVE AGENT, By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Titleto: CF INDUSTRIES, INC., as the Lead Borrower By: Name: Title:]2 [Consented to: JPMORGAN CHASE BANK[ISSUING BANKS], N.A. as Issuing Lender By Title:By: Name: Title:]3 2 To be added only if the consent of the Lead Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Multicurrency Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By [and an Issuing Bank and Swingline Lender] 4 By: Title: [[__________], as an Issuing Bank] 5 By: Title: [Consented to:]3 GRIFFON CORPORATION By to:] 6 THE SCOTTS MIRACLE-GRO COMPANY By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as ________________________ 4 To be added only if the consent of the Issuing Banks and the Swingline Lender By Title:is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANKBANKRATE, N.A.INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. [ ],6 as Issuing Lender By Bank By: Name: Title:: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Lenders Assigned Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to [Signatures begin on the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: following page] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and AcceptedThe terms set forth above are hereby agreed to: JPMORGAN CHASE BANK, N.A., as Administrative Agent By ASSIGNOR [Name of Assignor] By: Name: Title: ASSIGNEE [Name of Assignee] By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to and]3 Accepted: WXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and Issuing Lender By: Name: Title: [Consented toto:]4 QUANEX CORPORATION By: JPMORGAN CHASE BANKName: Title: 3 Add only if the consents of the Administrative Agent, N.A. as the Swingline Lender and the Issuing Lender By Title:are required by Section 10.04 of the Credit Agreement. 4 Add only if the consent of the Borrower is required by Section 10.04 of the Credit Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable lawsLaws, including Federal and state securities lawsLaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]5 [FMC TECHNOLOGIES, INC.] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]4 TD AMERITRADE CLEARING, INC. By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender [NAME OF ANY OTHER RELEVANT PARTY] By Title:: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Revolving Credit Loans 1 $ $ % $ $ % $ $ % Effective Date: ______________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan other Credit Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all LendersLenders thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE WXXXX FARGO BANK, N.A., as Administrative Agent By [, as Letter of Credit Issuer] By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By ITC HOLDINGS CORP., as Borrower By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 [NAME OF RELEVANT PARTY] By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR By: ASSIGNOR] By Title: ASSIGNEE [NAME OF ASSIGNEE By: ASSIGNEE] By Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank By Title: [Consented to:]3 [UGI ENERGY SERVICES, LLC] By Title: [PNC BANK, NATIONAL ASSOCIATION, as an Issuing Bank By Title: __________ 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE 3 To be added only if the consent of the Borrower or the Issuing Banks is required by the terms of the Credit Agreement. XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent an Issuing Bank By Title: [Consented to:]3 GRIFFON CORPORATION [ ], as an Issuing Bank By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title::] ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Affiliates and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]5 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 2 1 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Term Commitment/ Loans for all Lenders Amount of Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Commitment/ Loans3 Term Commitment/Loans2 Loans $ $ % Effective Date: ______________, 20__ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable lawslaw, including Federal federal, state and state foreign securities laws. 2 Must comply with the minimum assignment amount set forth in Section 10.6(b)(ii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 3 Set forth, to at least nine decimals, as a percentage of the Term Commitments/ Loans of all Lenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR], as Assignor, By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE], as Assignee, By: TitleName: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By to and Accepted:]4 XXXXXXX XXXXX BANK USA, as Administrative Agent, By: Name: Title: [Consented toto:]5 [ESH HOSPITALITY, INC., as Borrower,] By: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Name: Title:: 4 To be included only if the consent of the Administrative Agent is required by Section 10.6(b)(i)(B) or Section 10.6(b)(ii)(A) of the Credit Agreement. 5 To be included only if the consent of the Borrower is required by Section 10.6(b)(i)(A) or Section 10.6(b)(ii)(A) of the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE BANK, N.A.,, as Administrative Agent By Title: [Consented to:]3 GRIFFON XXXXXX XXXX EDUCATORS CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of all Lenders Assigned Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]4 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrowers and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Swing Lender and Issuer By Title: [Consented to:]3 GRIFFON CORPORATION to]5 [ ], as Issuer [Consented to:]6 XXXXXXX, INCORPORATED By Title: Consented to: JPMORGAN CHASE BANK4 To be added only if the consent of the Administrative Agent, N.A. as Issuing Swing Lender By Title:or Issuer is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuer is required by the terms of the Credit Agreement 6 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Loans CUSIP Number Effective Date: ______________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerBorrower(s), the other Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state State securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ByASSIGNOR], as Assignor, by Name: Title: ASSIGNEE [NAME OF ASSIGNEE ByASSIGNEE], as Assignee, by Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as the Administrative Agent By Agent, by Name: Title: [Consented to:]3 GRIFFON CORPORATION to FREEPORT-MCMORAN COPPER & GOLD INC., By Name: Title: Consented to[PLAINS EXPLORATION & PRODUCTION COMPANY, by Name: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:: ]] ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Loans CUSIP Number Effective Date: ______________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerBorrowers, the other Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state State securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ByASSIGNOR], as Assignor, by Name: Title: ASSIGNEE [NAME OF ASSIGNEE ByASSIGNEE], as Assignee, by Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as the Administrative Agent By and the Swingline Lender, by Name: Title: [Consented to:]3 GRIFFON CORPORATION By to FREEPORT-MCMORAN COPPER & GOLD INC., by Name: Title: PT FREEPORT INDONESIA, by Name: Title: [PLAINS EXPLORATION & PRODUCTION COMPANY, by Name: Title: ]] [Consented to:] [NAME OF PRINCIPAL ISSUING BANK], as a Principal Issuing Bank, by Name: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrowers and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment”) 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. 3 To be added only if the consent of the Agent is required by the terms of the Credit Agreement. [Consented to and Acceptedto:]4 ILLINOIS TOOL WORKS INC. By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Borrower and/or other parties are required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By [BORROWER] By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I [ ]1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Borrower and its Related Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s 's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANKUBS AG, N.A.STAMFORD BRANCH, as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender NORTHSTAR REALTY FINANCE CORP. By Title:Title:]4 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Exxxxxx X- 0 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans2 Term Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws.]4 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Name: Title: ASSIGNEE NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 [STARDUST FINANCE HOLDINGS, INC.] By: Name: Title: Consented to: JPMORGAN CHASE BANK5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 SENIOR LIEN TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 13, N.A. as Issuing Lender By Title:2015 AMONG LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC. THE LENDERS PARTY THERETO, CREDIT SUISSE AG, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THEREUNDER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent an Issuing Bank and Swingline Lender By: Title: [OTHER ISSUING BANKS] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and Acceptedto:] 3 NETAPP, INC. By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX I [ ]1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Loans3 CUSIP Number Initial Term B Loans $ $ % [such other Tranche of Term Loans as has been established pursuant to the Credit Agreement] $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANKREVLON CONSUMER PRODUCTS CORPORATION, N.A. as Issuing Lender By Title:Borrower By: Name: Title:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: [JPMORGAN CHASE BANK, N.A.], as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]5 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans5 $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY GLOBAL ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Global Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties its Restricted Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders under the Credit Agreement. [Consented to and and]6 Accepted: JPMORGAN CHASE BANK, N.A., as Global Administrative Agent By By: Title: [Consented to:]3 GRIFFON CORPORATION By to:]7 QUICKSILVER RESOURCES INC. By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:6 To be added only if the consent of the Global Administrative Agent is required by Section 12.04(b) of the Credit Agreement. 7 To be added only if the consent of the Borrower is required by Section 12.04(b) of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By and Issuing Bankand Swingline Lender By: Title: [Consented to:]3 GRIFFON CORPORATION By PERKINELMER, INC. By: Title: Consented to: JPMORGAN CHASE BANK2 Set forth, N.A. so at least 9 decimals, as Issuing Lender By Title:percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]3 Accepted: JPMORGAN CHASE XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]3 GRIFFON to:]4 TD AMERITRADE HOLDING CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender [NAME OF ANY OTHER RELEVANT PARTY] By Title:: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] 3 INFORMATICA CORPORATION By: Title: ____________________ 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Revolving Commitments Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Revolving Assigned Percentage Assigned of Commitment/Loans2 Revolving Commitments $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: JPMORGAN CHASE BANKCHASE, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION and as Issuing Bank By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender [NAME(S) OF ADDITIONAL ISSUING BANK(S)] By Title:: [Consented to:]5 [WESCO DISTRIBUTION, INC., as Borrower Representative] By Title: 5 To be included only if the consent of the Borrower Representative is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]4 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK4 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, N.A. as Issuing Lender By Title:Bank) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Commitment/ Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee (in the case an Assignee is not a Lender) agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 (e.g. “Canadian Commitment”, “US Commitment”, “UK Commitment”.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. By execution of this Assignment and Assumption Agreement, the Assignee hereby accedes to the Security Trust Deed and agrees to be bound by the terms of the Security Trust Deed as a Finance Party (as that term is defined in the Security Trust Deed). The terms set forth in this Assignment and Assumption, which is executed as a deed, are hereby agreed to: Executed as a deed by ASSIGNOR [NAME OF ASSIGNOR], by Title: by4 Title: in the presence of:5 Executed as a deed by ASSIGNEE [NAME OF ASSIGNEE], by Title: by6 Title: in the presence of:7 4 If two signatories are required. 5 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. 6 If two signatories are required. 7 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. Consented to and Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Agent, by Title: Consented to: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A. N.A., as Issuing Lender By Bank, by Title:: Consented to: Patheon Inc., as Parent Borrower by Title: ANNEX 1 US$75,000,000 Amended and Restated Revolving Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Commitment Loans1 Revolving Facility $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 CONSENTED TO AND ACCEPTED: XXXXXXX SACHS BANK USA, as Administrative Agent 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and AcceptedBy: JPMORGAN CHASE Name: Title: CONSENTED TO: [ISSUING BANK, N.A., as Administrative Agent By ] By: Name: Title: [Consented to:]3 GRIFFON CORPORATION By TitleCONSENTED TO: Consented toSQUARE, INC. By: JPMORGAN CHASE BANKName: Title:]2 2 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I SQUARE, N.A. as Issuing Lender By Title:INC. REVOLVING CREDIT AGREEMENT Standard Terms and Conditions for Assignment and Assumption

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Name: Title: 4 To be added only if the consent of the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 to ASSIGNMENT AND ASSUMPTION Credit Agreement dated as of September 18, 2019 among F45 Training Holdings Inc., a Delaware corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION By Title: Consented to: JPMORGAN CHASE BANKfor the Lenders, N.A. as Issuing Lender By Title:and each lender from time to time party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By TitleBy: [Consented to:]3 GRIFFON CORPORATION By Title: Title:]3 Consented to: JPMORGAN CHASE BANKGENERAL MOTORS COMPANY By: Title: 3 Prior written consent of the Company and the Administrative Agent, N.A. as Issuing is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender By Title:or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Moody’s, at least Baa2; and (c) in the case of Fitch, at least BBB. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans Assigned3 $ $ % $ % $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Credit Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 2 “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]5 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Form to be used for any Assignee other than an Affiliated Lender. 2 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans Commitment (and related extensions of credit) for all Lenders Amount of Commitment/Loans Commitment (and related extensions of credit) Assigned Percentage Assigned of Commitment/Loans2 Commitment (and related extensions of credit)3 Term Loans $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees ]. 3 Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom Commitment of all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR], By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE], By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A.BARCLAYS BANK PLC, as Administrative Agent By Agent, By: Title: [Consented to:]3 GRIFFON CORPORATION By to:]5 WME IMG HOLDINGS, LLC, as Holdings, By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be included only if the consent of the Administrative Agent is required by Section 9.04(b)(i)(B) of the Credit Agreement. 5 To be included only if the consent of Holdings is required by Section 9.04(b)(i)(A) of the Credit Agreement. $[ ] CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Aggregate Amount of Amount of Percentage Assigned Facility Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Assigned2 for all Lenders* Assigned* Commitment/Loans2 Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: , 20 ______________, 20__ [[ TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g. “Acquisition Loan Commitment,” “Revolving Commitment,” “Real Estate Loan,” “Term Loan,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and and] 5 Accepted: JPMORGAN CHASE BANK, N.A.TORONTO DOMINION (TEXAS) LLC, as Administrative Agent By By: Name: Title: [Consented to:]3 GRIFFON to:]6 XXXXX & WESSON HOLDING CORPORATION By By: Name: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties Borrower and their Affiliates its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. [Consented to and and]4 Accepted: JPMORGAN CHASE BANK[BANK OF AMERICA, N.A.], as Administrative Agent By Title: [Consented to:]3 GRIFFON CORPORATION to:]5 [NAME OF RELEVANT PARTY] By Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:4 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Class of Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ [Revolving/Term] % $ $ [Revolving/Term] % $ $ [Revolving/Term] % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE ASSIGNEE] By: Title: Consented to and Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all LendersLenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By and Issuing Bank By: Title: [Consented to:]3 GRIFFON CORPORATION By AMTRUST FINANCIAL SERVICES, INC. By: Title: Consented to: JPMORGAN CHASE BANK, N.A. as Issuing Lender By Title:3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION