Common use of Assigned Interest Clause in Contracts

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/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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] 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 Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Loans110 Tranche BRestatement Effective Date Term Loans $350,000,000.00485,000,000.00 $______________ ____________% $ $ % $ $ Revolving Loans $101,250,000.00117,500,000.00 $______________ ____________% 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 Borrowers Loan Parties and their related parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 1[10] Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_______________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:_______________________ Title: Consented to and Accepted: BARCLAYS BANK PLC, as as Administrative Agent By:_______________________ Title: [Consented to:]5 [__________________________________] to: RADNET MANAGEMENT, INC. By___________:_______________________ Title: ______________________________________ 4 To 1 1To be added only if the consent of the Administrative Agent Borrower is required for the applicable assignment by the terms of the Credit Agreement. ANNEX 1 The $451,250,000602,500,000 Amended and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July 1, 20122016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _________________________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_____________________________________________ Title: ASSIGNEE [Consented to:]5 [__________________________________NAME OF ASSIGNEE] By__________________________________ Title: ______________________________________ 4 Title: [Consented to and]3 Accepted: JPMorgan Chase Bank, N.A., as Administrative Agent By _________________________ Title: [Consented to:]4 [Tupperware Brands Corporation By _________________________ Title:] [Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Bank and as Swingline 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. 1 Select as applicable Facility Assigned2 [[2021] [2023] Aggregate Amount of Commitment/Loans Revolving Commitments]] [Term Loans] for all Lenders Amount of Commitment/Loans [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of Commitment/[[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving CommitmentFacility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”) ). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/[2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ TitleStatus of Assignee under Section 2.17(f)(iii) of the Agreement: [Consented to:]5 not a Qualifying Recipient] [__________________________________a Qualifying Recipient (other than a Treaty Recipient)] By__________________________________ Title[a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _____ _____________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Administrative Agent Company or the Swiss Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders1 Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [7. Trade Date: __________________]4 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: _________________________ 1Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 E - 2 Form of Assignment and Assumption [Consented to and]4 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_: _________________________________ Title: [Consented to:]5 [__________________________________] to:]6 FERRELLGAS, L.P. By_________: Ferrellgas, Inc., as its general partner _________________________ Title: ______________________________________ 4 To 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 E - 3 Form of 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/Loans3 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 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 Borrowers Borrower and their related parties its Related Parties 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 lawsLaws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisionsLaws. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: ________________________ 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and] Accepted: JPMORGAN CHASE WELLX XXXGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By__________________________________ Title: [Consented to:]5 to:] [__________________________________FMC TECHNOLOGIES, INC.] 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 Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower[, the Loan Parties] and their related parties [its] [their] Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ 4 To Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 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 and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Assigned AggregateAmount ofCommitmentfor all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: ofCommitmentAssigned* PercentageAssigned ofCommitment2 CUSIP Number Revolving Credit Loan $______________ $______________ ______________% ______________ [7. Trade Date: __________________]3 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _______________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 3 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: _____________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_: _________________________________ Title: [Consented to:]5 [__________________________________] By_: _________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION FIFTH AMENDED AND RESTATED 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/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 Borrowers Borrower, the Loan Parties and their related parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee's ’s compliance procedures procedures, Section 11.15 of the Credit Agreement and applicable laws, including Federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR _________________________________ NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE _________________________________ NAME OF 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”) ). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [AUTONATION, INC. By___________________________________ Title: [NAME OF ANY OTHER RELEVANT PARTY] 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. Assignor 1 Select as applicable Facility Assigned2 Assignee 2 Aggregate Amount of Commitment/Loans Advances for all Lenders 3 Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Advances 4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]5 [Page break] 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: 1 List each Assignor, as appropriate. 2 Fill in List each Assignee, as appropriate. 3 Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) 3 Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunder. The terms set forth in this Assignment 5 To be completed if the Assignor(s) and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]4 and]6 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By_: _________________________________ Title: [Consented to:]5 to:]7 [__________________________________NAME OF RELEVANT PARTY] By__: ________________________________ Title: ______________________________________ 4 6 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 Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders (including any Letter of Credit Draws) * Amount of Commitment/Loans Assigned ** Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Base Rate Loans Percentage Assigned of Commitment/Loans3 Loans22 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. CUSIP Number Eurocurrency Rate Loans $ $ ________% Competitive Bid Loans $ $ _______% Letter of Credit participations interest $ $ _______% Swingline Loan participations interest $ $ _______% [7. Trade Date: ______________]33 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By____:______________________________ Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., acting in its capacity as Agent By: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as Swingline Lender By: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as L/C Issuer By: Name: Title: [Consented to:]5 [__________________________________] to: LIBERTY PROPERTY LIMITED PARTNERSHIP, By______________: Liberty Property Trust, its general partner By: ____________________ TitleName: ______________________________________ 4 Title:]44 To be added only if the consent of the Administrative Agent is extent required by the terms of under the Credit Agreement.. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Company, the other Borrowers and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toTitle: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] 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., “Global 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 Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Amount of Notes Assigned Date of Issuance of Notes Assigned Aggregate Amount of Commitment/Loans Notes for all Lenders Amount of Commitment/Loans Assigned Holders Percentage Assigned of Commitment/Loans3 Notes $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ (the “Effective Date”) [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 Borrowers This Assignment Agreement shall be binding upon, and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of all “Bank Creditors” under the Intercreditor counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. ______________________________________ 2 Fill This Assignment Agreement shall be governed by, and construed in accordance with, the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) 3 Set forth, to at least 9 decimals, as a percentage law of the Commitment/Loans State of all Lenders thereunderNew York. (Signature Page Follows) The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__:________________________________ Title: ASSIGNEE [Consented to:]5 [__________________________________NAME OF ASSIGNEE] By__:________________________________ Title: ______Accepted: U.S. BANK NATIONAL ASSOCIATION, as Agent By________________________________ Name: Title: [Consented to:]4 BELLATRIX EXPLORATION LTD. By________________________________ Name: Title: 4 To be added only if the consent of the Administrative Agent Issuer is required by the terms of the Credit Note Purchase 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/Loans3 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 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_____________________________ Name:___________________________ Title:____________________________ ASSIGNEE [NAME OF 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. e.g., “Revolving Commitment”) 3 Set forth, to at least 9 decimals“Term Loan Commitment”, as a percentage of the Commitment/Loans of all Lenders thereunderetc.). 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]4 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By__________________________________ : Name: Title: [OTHER ISSUING BANKS], as Issuing Bank By: Name: Title: [Consented to:]5 [__________________________________] to:]4 PAPA JOHN’S INTERNATIONAL, INC. By__________________________________ : Name: Title: ______________________________________ 4 3 To be added only if the consent of the Administrative Agent Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of CommitmentofCommitment/Loans for Loansfor all Lenders Lenderss Amount of Commitment/Loans Assigned Percentage Assigned of CommitmentAssignedofCommitment/Loans3 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 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 Borrowers and their related parties or their respective securitiesSignatures begin on following page) 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_____________________________________ Name: Title: ASSIGNEE [Consented to:]5 [NAME OF ASSIGNEE] By: ____________________________________ Name: Title: (Consents begin on following page) Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as [Administrative Agent,] 3 Swingline Lender and Issuing Bank By: __________________________________ Name: Title: CITIBANK, N.A., as an Issuing Bank By: __________________________________ Name: Title: BNP PARIBAS, as an Issuing Bank By: __________________________________ Name: Title: By: __________________________________ Name: Title: _____________________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement (See Section 9.04(b) of the Credit Agreement). MIZUHO CORPORATE BANK, LTD., as an Issuing Bank By: ___________________________________ Name: Title: THE ROYAL BANK OF SCOTLAND PLC, as an Issuing Bank By: ___________________________________ Name: Title: Authorised Signatory [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:] 4 VALERO ENERGY CORPORATION, as Borrower By: ___________________________________ Name: Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. (See Section 9.04(b) of the Credit Agreement). ANNEX 1 to Exhibit A of 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/Loans3 $ $ % $ $ % $ $ 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 (in the case of an Assignee that is not 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 Borrowers Loan Parties and their related parties Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and]3 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [__________________________________] to:]4 KIMCO REALTY CORPORATION By__________________________________ Name: Title: ______________________________________ 4 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 Facility Assigned2 Aggregate Amount of CommitmentCommitments/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of CommitmentCommitments/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ [signature pages follow] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving CommitmentFacility”) * 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 CommitmentCommitments/Loans of all Lenders 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. CHAR1\1835093v3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], as the Assignor By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], as the Assignee By: Name: Title: [Consented to and]4 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as the Administrative Agent By__________________________________ : Name: Title: [Consented to:]5 to:]6 [__________________________________BANK OF AMERICA, N.A., as [the L/C Issuer][[and] the Swingline Lender] By__________________________________ : Name: Title:] [ARHAUS, INC., a Delaware corporation By: ______________________________________ 4 To Name: Title:] 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. the L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans2 $ $ % $ $ % $ $ % 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 Borrowers Borrower, the Loan Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 agreed to: 509265-0507-14367-Active.16359742.5 ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE 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. “Revolving Term Commitment”) 3 ). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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: 509265-0507-14367-Active.16359742.5 [Consented to and]4 and]3 Accepted: [JPMORGAN CHASE BANK, N.A.], as Administrative Agent By__________________________________ Title: [Consented to:]5 to:]4 [__________________________________COTY INC.] By__________________________________ Title: ______[NAME OF ANY OTHER RELEVANT PARTY]5 By________________________________ 4 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 the Borrower is required by the terms of the Credit Agreement. 5 To be added only if the consent of another party is required by the terms of the Credit Agreement. 509265-0507-14367-Active.16359742.5 ANNEX 1 The Credit Agreement dated as of September 29, 2014 among COTY INC., the Lenders parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable 965928.02B-CHISR02A - MSW Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans U.S. Commitments for all Lenders Amount of Commitment/Loans U.S. Commitments Assigned Percentage Assigned of Commitment/Loans3 U.S. Commitments3 $ $ % $ $ % $ $ % 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 Borrowers Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent By__________________________________ Title: EXHIBIT A 965928.02B-CHISR02A - MSW Consented to:5 [Consented to:]5 [__________________________________NAME OF RELEVANT PARTY] By__________________________________ Title: ___________________EXHIBIT A 965928.02B-CHISR02A - MSW [USE FOR TRANCHE B AND TRANCHE C ASSIGNMENTS]1 ASSIGNMENT AND ASSUMPTION CESIÓN Y XXXXXXXX This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”)[1]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Este documento de Cesión y Xxxxxxxx (el “Documento de Cesión y Xxxxxxxx”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta xxxxx recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y Xxxxxxxx, del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, (i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el ___________________ 4 To be added only 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as applicable. EXHIBIT A 965928.02B-CHISR02A - MSW extent related to the consent amount and percentage interest identified below of all of such outstanding rights and obligations of the Administrative Agent is required by Assignor under the terms respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of credit), garantías o avales (guarantees) y préstamos ‘swingline’ (swingline loans) que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que xxxxxx o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y Xxxxxxxx, sin manifestaciones ni garantía por el Cedente.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower[, the Loan Parties] and their related parties [its] [their] Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 4Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 and] 5 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By__________________________________ By Title: [Consented to:]5 to:]6 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [NAME OF RELEVANT PARTY] By Title: 6To 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. [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.]7 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers Borrower, the Loan Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____agreed to: ASSIGNOR _________________________________ 2 Fill NAME OF ASSIGNOR By:______________________________ Name: Title: ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Name: Title: _________________________________ 1Fill 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 Term Commitment,” “Tranche B Term Commitment”) 3 Set ). 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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: 509265-1594-11436-13799415 [Consented to and]4 and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. WORLD WRESTLING ENTERTAINMENT, INC. By___________________________________ Name: Title: [NAME OF ANY OTHER RELEVANT PARTY] By__________________________________ Name: Title: ______________________________________ 4 To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. 509265-1594-11436-13799415 ANNEX 1 Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 30, 2013, among WORLD WRESTLING ENTERTAINMENT, INC., as Borrower, the Subsidiary Guarantors from time to time parties thereto, the Lenders from time to time parties thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents parties thereto. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans Revolving Credit Loan $ $ % $ $ % Term Loan [Reimbursement Obligation] $ $ % Effective Date: _____________ ___, 20___ The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE NAME OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.ASSIGNOR] 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to:] VERMONT PURE HOLDINGS, LTD., as Borrower By__________________________________ Title: _____CRYSTAL ROCK LLC, as Borrower By_________________________________ 4 To be added only if Title: CRYSTAL ROCK HOLDINGS, INC., as Borrower By_________________________________ Title: ANNEX 1 The Amended and Restated Credit Agreement dated as of April 5, 2010 among Vermont Pure Holdings, Ltd., Crystal Rock LLC and Crystal Rock Holdings, Inc., as borrowers, the consent Lenders parties thereto, and Bank of the America, N.A., as Administrative Agent is required by for itself and the terms of the Credit Agreement.other Lenders. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 Commitment8 $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% [8. Trade Date: __________________]9 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]10 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] 5 List each Assignor, as appropriate. 6 List each Assignee agrees to deliver and, if available, its market entity identifier, as appropriate. 7 Amounts in this column and in the column immediately 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees right to be bound adjusted by the terms counterparties to take into account any payments or prepayments made between the Trade Date and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisionsEffective Date. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. The terms set forth in this 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE ASSIGNEE[S]11 [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and]4 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ : Title: [Consented to:]5 XXXXX XX WH LLC, as Borrower By: Title: 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans1 $ $ % $ $ % $ $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower, the Loan Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to:]2 ADVANCE STORES COMPANY, INCORPORATED By__________________________________ Title: ______________________________________ 4 2 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ADVANCE STORES COMPANY, INCORPORATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. 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, Issuing Bank and Swingline Lender By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed Name:______________________________ Title:_______________________________ [Consented to: ASSIGNOR :] [NAME OF ASSIGNORRELEVANT PARTY] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__:________________________________ Title: [Consented to:]5 [Name:__________________________________] By____ Title:_______________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 to ASSIGNMENT AND ASSUMPTION ZOE'S KITCHEN, INC. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Assignors Assignee Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans CUSIP Number Term B 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.] ____________ % Term B Loans $ ________________ $ _________ ____________ % Term B Loans $ ________________ $ _________ ____________ % Effective Date: December 12, 2019 The Assignee agrees to deliver to the Administrative Term Loan B 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 each Borrower, the Borrowers Loan Parties and their related parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Master Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: JEFFERIES FINANCE LLC, as the Term Loan B Agent pursuant to Section 2.21 of the Credit Agreement By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] JEFFERIES FINANCE LLC By: Name: Title: [Consented to and]4 and Accepted: JPMORGAN CHASE BANK, N.A.JEFFERIES FINANCE LLC, as Administrative Term Loan B Agent By__________________________________ : Name: Title: [Consented to:]5 [__________________________________] to: Term Loan Borrower HLF FINANCING SaRL, LLC By__________________________________ : Name: Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementANNEX 1 ANNEX 1 TO MASTER ASSIGNMENT CREDIT AGREEMENT DATED AS OF AUGUST 16, 2018 AMONG HLF FINANCING SaRL, LLC, HERBALIFE NUTRITION LTD., HERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X., HERBALIFE INTERNATIONAL, INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES THERETO AS LENDERS, JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN B LENDERS AND COLLATERAL AGENT, AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN A LENDERS, AN ISSUING BANK AND AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS STANDARD TERMS AND CONDITIONS FOR MASTER ASSIGNMENT

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % 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 Borrowers Borrower, the Credit Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ 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”) 3 Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Title: 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to:] VIAD CORP By__________________________________ Title: ________By______________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Title: Consented to: JPMORGAN CHASE BANK, N.A., as LC Issuer By______________________________ Title: ANNEX 1

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 to:]6 [__________________________________BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By__________________________________ Title: ______[XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer] By________________________________ Title: [JPMORGAN CHASE BANK, N.A., as L/C Issuer] By________________________________ Title: [MUFG UNION BANK, N.A., as L/C Issuer] By________________________________ Title: [________________, as L/C Issuer] By________________________________ Title: [VECTREN UTILITY HOLDINGS, INC.] By________________________________ Title: 1 Select as applicable. 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,” 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 Lenders 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. 5 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 Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers Borrower, the other Loan Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________ Title: ASSIGNEE [NAME OF 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and] 3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_: _________________________________ Title: [Consented to:]5 to:]4 [__________________________________NAME OF RELEVANT PARTY] By_: _________________________________ Title: ______________________________________ 4 To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 4To 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 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 HOU:0007002/04558:1716085v10 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Loans $ $ % Effective Date: _____________ ___, 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower[, the Loan Parties] and their related parties [its] [their] Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: HOU:0007002/04558:1716085v10 [Consented to and]4 and] Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By_:_________________________________ Title: [Consented to:]5 to:] [__________________________________NAME OF RELEVANT PARTY] By__:________________________________ Title: HOU:0007002/04558:1716085v10 ANNEX 1 [______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 applicable. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. 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 thereunder. [Consented to and]3 Accepted: Alter Domus (US) LLC, as Administrative Agent By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR Name:______________________________ Title:_______________________________ [Consented to:]4 [NAME OF ASSIGNORRELEVANT PARTY] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__:________________________________ Title: [Consented to:]5 [Name:__________________________________] By____ Title:_______________________________ Title: ______________________________________ 4 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 ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans1 Revolving Loans $ 750,000,000 $ % $ $ % $ $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower, the Loan Parties and their related parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to:]2 ADVANCE STORES COMPANY, INCORPORATED By__________________________________ Title: ______________________________________ 4 2 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. GUARANTEE AGREEMENT dated as of October 5, 2006, among ADVANCE AUTO PARTS, INC., a Delaware corporation (“Holdings” and the “Guarantor”), and JPMORGAN CHASE BANK, N.A., a New York banking corporation (“JPMCB”), as administrative agent (in such capacity, the “Administration Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Credit Agreement dated as of October 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Advance Stores Company, Incorporated, a Virginia corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and JPMCB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Borrower has elected that the Guarantor guarantee the Obligations (as defined below) by entering into this Guarantee Agreement. Holdings acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantor of a Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantor is willing to execute this Guarantee Agreement. Accordingly, the parties hereto agree as follows:

Assigned Interest. 1 Select as applicable Facility Assigned2 Class of Commitment/Loans Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loan $ $ % $ $ % $ $ % Effective Assignment Date: _____________ ___, 20___ (the “Assignment Date”) [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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and Accepted: JPMORGAN CHASE BANKHSBC BANK USA, N.A., as Administrative Agent By_________________________________ Title: Consented1 to: PERRIGO FINANCE UNLIMITED COMPANY By________________________________ Title: [Consented to:]5 [to: [ ], as Swingline Lender By__________________________________] _ Title: [ ], as Issuing Bank By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.1 If required. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders3 Amount of Commitment/Loans Assigned 3 Percentage Assigned of Commitment/Loans3 Loans 4 $ $ % $ $ % $ $ % Effective [0.Xxxxx 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ____________________________________________________________ ] 5 _________________________ 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 Credit,” etc.) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR Assignor [NAME OF ASSIGNORName of Assignor] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________________ TitleName: [Consented to:]5 [__________________________________] By__________________________________ Title: _______________________________ Assignee [Name of Assignee] By: ___________________________________ 4 Name: ______________________________ Title: _______________________________ Consented to and Accepted: Fifth Third Bank, as Administrative Agent By: ________________________________ Name: ___________________________ Title: ____________________________ [Consented to:] 6 [Name of Relevant Party] By: ________________________________ Name: ___________________________ Title: ____________________________ _________________________ 6 To be added only if the consent of the Administrative Agent Borrowers and/or other parties is required by the terms of the Credit Agreement.. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment for all Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment CUSIP Number $____________ $____________ ___, 20___ ______% [TO 7. Trade Date: ] 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 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 deliver to the Administrative and] Accepted: BARCLAYS BANK PLC, as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A.to:] [BARCLAYS BANK PLC, as Administrative Agent By_______Issuing Bank] By ___________________________ Name: Title: [Consented to:]5 [__________________________________MIZUHO BANK, LTD., as Issuing Bank] By_______By ___________________________ Name: Title: ___________[BANK OF AMERICA, N.A., as Issuing Bank] By ___________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementName: Title: [BNP PARIBAS, as Issuing Bank] By ___________________________ Name: Title: [JPMORGAN CHASE BANK, N.A., as Issuing Bank] By ___________________________ Name: Title: [MUFG BANK, LTD., as Issuing Bank] By ___________________________ Name: Title: [SUNTRUST BANK, as Issuing Bank] By ___________________________ Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank] By ___________________________ Name: Title: ARIZONA PUBLIC SERVICE COMPANY By ___________________________ Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment for all Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment CUSIP Number $____________ $____________ ___, 20___ [TO ______% 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 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 deliver to the Administrative and] Accepted: BARCLAYS BANK PLC, as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A.to:] [BARCLAYS BANK PLC, as Administrative Agent By_______Issuing Bank] By ___________________________ Name: Title: [Consented to:]5 [__________________________________MIZUHO BANK, LTD., as Issuing Bank] By_______By ___________________________ Name: Title: ___________[BANK OF AMERICA, N.A., as Issuing Bank] By ___________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Name: Title: [BNP PARIBAS, as Issuing Bank] By ___________________________ Name: Title: [JPMORGAN CHASE BANK, N.A., as Issuing Bank] By ___________________________ Name: Title: [MUFG UNION BANK, N.A., as Issuing Bank] By ___________________________ Name: Title: [SUNTRUST BANK, as Issuing Bank] By ___________________________ Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank] By ___________________________ Name: Title: ARIZONA PUBLIC SERVICE COMPANY By ___________________________ Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Class of Commitment/Loans Assigned Aggregate Amount of Commitment/Loans for all Lenders of applicable Class Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loan of applicable Class $ $ % $ $ % $ $ % Effective Assignment Date: _____________ ___, 20___ (the “Assignment Date”) [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 Borrowers Company, the Revolving Borrower, their respective subsidiaries and their related parties respective Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [to: PERRIGO FINANCE UNLIMITED COMPANY By__________________________________] _ Title: Consented to: [ ], as Swingline Lender By__________________________________ Title: _____[ ], as Swingline Lender By_________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Title: [ ], as Swingline Lender By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: [ ], as Issuing Bank By_________________________________ Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_By _________________________________ Title: [Consented to:]5 [__________________________________] to:4 BLACK STONE MINERALS COMPANY, L.P. By_: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title: ______________________________________ 4 :] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 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/Loans3 Loans2 $ $ % $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 (in the case of an Assignee that is not 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 Borrowers and their related parties Loan Parties 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. By its acceptance of 416 The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]4 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [__________________________________] to:]4 PK SALE LLC By__________________________________ Name: Title: ______________________________________ 4 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 90641609v9 Facility Assigned2 Assigned1 Aggregate Amount of Commitment/Loans [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] for all Lenders Amount of Commitment/Loans [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving 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 Borrowers Borrower and their related parties its 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Acceptance are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____agreed to: [ASSIGNOR _________________________________ NAME OF ASSIGNOR By:______________________________ Title:]3 ASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Title: 1 Include “3-Year Revolving Facility” or “5-Year Revolving Facility”, as applicable 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] of all Lenders thereunderLenders. 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: 3 Assignor’s signature not required if the assignment is being made pursuant to Section 2.18(c) of the Credit Agreement. #90641609v9 [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 to:] [__________________________________] DELTA AIR LINES, INC.]5 By__________________________________ Name: Title: ______[INSERT NAME ], as Issuing Lender6 By________________________________ Name: Title: 4 To be added only if the No consent of the Administrative Agent shall be required if the Assignee is a Lender or an Affiliate of a Lender. 5 If such consent is required by the terms of under the Credit Agreement.. 6 No consent of any Issuing Lender shall be required if the Assignee is a Lender or an Affiliate of a Lender. #90641609v9 ANNEX 1 Credit Agreement dated as of April 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Delta Air Lines, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A. (together with its permitted successors in such capacity), as Administrative Agent. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

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/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ % $ $ ___, 20____ % $ $ _______ % 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 Loan Commitment,” “Term Loan Commitment,” etc.). 3 Must comply with the minimum assignment amounts set forth in Section 13.03(b)(i) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders under the Credit Agreement. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFORADMINISTRATIVE AGENT.] 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 Borrowers and their related parties or their respective securitiesMNPI) will be made available and who may receive such information in accordance with the Assignee's ’s compliance procedures and applicable lawslaw, including Federal Federal, State and state foreign securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE5 [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: Agent]6 5 The Assignee must deliver to the [Consented to:]5 [__________________________________Initial Borrower][Borrower] By__________________________________ Title: ______________________________________ 4 all applicable Tax forms required to be delivered by it under Section 4.05 of the Credit Agreement. 6 To be added only if the consent of the Administrative Agent is required by the terms of Section 13.03 of the Credit Agreement. By: Name: Title: Consented to: [JPMORGAN CHASE BANK, N.A., as Swing Line Bank]7 By: Name: Title: [[NAME OF ISSUING BANK], as Issuing Bank]8 By: Name: Title: [Consented to:]9 [ENERGIZER GAMMA ACQUISITION, INC., as Initial Borrower By: Name: Title: 7 To be added only if the consent of the Swing Line Bank is required by the terms of Section 13.03 of the Credit Agreement. 8 To be added only if the consent of the Issuing Bank is required by the terms of Section 13.03 of the Credit Agreement. 9 To be added only if the consent of the [Initial Borrower][Borrower] is required by the terms of Section 13.03 of the Credit Agreement. ENERGIZER HOLDINGS, INC., as Borrower By: Name: Title:] XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Company, the other Borrowers and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toTitle: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] 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., “Global 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 Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender 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. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment for all Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment CUSIP Number $____________ $____________ ___, 20___ [TO ______% 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________By _________________ TitleName: [Consented to:]5 [__________________________________] By__________________________________ Title: _________________ ASSIGNEE [NAME OF ASSIGNEE] By _________________ Name: _________________ Title: _________________ [Consented to and] Accepted: BARCLAYS BANK PLC, as Agent By ___________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementName: Title: [Consented to:] [BARCLAYS BANK PLC, as Issuing Bank] By ___________________________ Name: Title: [MIZUHO BANK, LTD., as Issuing Bank] By ___________________________ Name: Title: [BANK OF AMERICA, N.A., as Issuing Bank] By ___________________________ Name: Title: [BNP PARIBAS, as Issuing Bank] By ___________________________ Name: Title: [JPMORGAN CHASE BANK, N.A., as Issuing Bank] By ___________________________ Name: Title: [MUFG UNION BANK, N.A., as Issuing Bank] By ___________________________ Name: Title: [SUNTRUST BANK, as Issuing Bank] By ___________________________ Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank] By ___________________________ Name: Title: PINNACLE WEST CAPITAL CORPORATION By ___________________________ Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Total Commitment Amount of Commitment/Loans Assigned Commitment Assigned2 Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment3 $_______________ $_______________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Acceptance are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toName: ASSIGNOR [NAME OF ASSIGNOR] Title:] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ TitleName: Title:]5 [Consented to:]5 [__________________________________] CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By_: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ 4 To Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be added only necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the consent of the Administrative Agent is required by the terms of the Credit Agreement.Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Commitments7 Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment/ LC Exposure/ Loans8 CUSIP Number $____________ $____________ ___, 20_______% $____________ $____________ __________% _________________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [7. Trade Date: __________]9 Effective Date: _________, 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 the Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK _________________ 9 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[S]: [NAME OF ASSIGNOR[S] By: Title: ASSIGNEE[S] [NAME OF ASSIGNEE[S] By: Title: [Consented to and]10 Accepted: XX XXXXXX XXXXX BANK, N.A., as Administrative Agent and/or Issuing Bank By: Title _________________________ 2 Fill in 10 To be added only if the appropriate terminology for consent of the types Administrative Agent and/or Issuing Bank is required by the terms of facilities under the Credit Agreement that are being assigned under this Assignment Agreement. [Consent to:]11 FELCOR/JPM HOSPITALITY (e.g. “Revolving Commitment”) 3 Set forthSPE), to at least 9 decimalsL.L.C., as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toDelaware limited liability company By: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C. a Delaware limited liability company By: Name: Title: [Consented to and]4 AcceptedFELCOR/JPM BOCA RATON HOTEL, L.L.C., a Delaware limited liability company By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [__________________________________] DJONT/JPM BOCA RATON LEASING, L.L.C., a Delaware limited liability company By__________________________________ : Name: Title: MIAMI AP HOTEL L.L.C., a Delaware limited liability company By: Name: Title: ______________________________________ 4 11 To be added only if the consent of the Administrative Agent is Borrowers are required by the terms of the Credit Agreement.under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/Loans3 ] [Term Loans]2 Term Loans $ $ % $ $ % $ $ % [7. Trade Date: ____________ ]3 _______________________________ 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. THEREFOR.]4 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________________ Title: ASSIGNEE [Consented to:]5 [NAME OF ASSIGNEE] By: ___________________________________ Title: Consented to and Accepted: [NOVELIS INC., as Borrower] 5 By__________________________________ : Name: Title: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: ______________________________________ 4 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 5 To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement.. ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Assignor[s]6 Assignee[s]7 Facility Assigned2 Assigned8 Aggregate Amount of Revolving Credit Commitment/Loans for all Lenders Lenders9 Amount of Revolving Credit Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Revolving Credit Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 $ _________ ____________ % $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. e.g., “Revolving Commitment”) 3 Credit Commitments,” “Extended Revolving Credit Agreements,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 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]4 and]12 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ : Name: Title: [Consented to:]5 [__________________________________to: [ ] By__________________________________ : Name: Title: ______________________________________ 4 ]13 12 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 Facility Assigned2 ­­­­­­­­­­­­­­­­­­­­­­­­ Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Agent, except if the Assignee is already a Lender pursuant to the terms of the Credit Agreement, a completed 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE [NAME OF 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: [Exhibit A 509265-1423-11447-11698801 Consented to and]4 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to: Issuing Bank By__________________________________ Title: ______[Consented to: Borrower By________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Title:] Exhibit A 509265-1423-11447-11698801

Assigned Interest. 1 Select as applicable Facility Assigned2 Assignor Assignee Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Amount of Commitment/Loans Commitment/ Advances Assigned Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Advances CUSIP Number $________________ $_________ ____________% $ $ $________________ $_________ ____________% $ $ $________________ $_________ ____________% [7. Trade Date: __________________]* 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to and]+ Accepted: BANK OF AMERICA, N.A., as Administrative Agent By_: _________________________________ Title: ______________________________________ 4 * To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of theTrade Date. + To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement [Consented to:]1 By: _________________________________ Title: _______________________ 1 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. 1 Select as applicable Facility Assigned2 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 agrees 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a Commitment/Loans of all Lenders thereunder. 7 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about intend that the Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees minimum assignment amount is to be bound by the terms and provisions determined as of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisionsTrade Date. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _________terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By__________________________________ : Title: ______________________________________ 4 [Consented to:]2 AFFILIATED MANAGER GROUP, INC. By: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 2 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender or L/C Issuer) is required by the terms of the Credit Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AFFILIATED MANAGERS GROUP, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment for all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ Loans10 CUSIP Number $_______________ $_______________ _______________% $ $ $_______________ $_______________ _______________% $ $ $_______________ $_______________ _______________% [7. Trade Date: _____________________]11 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and] Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By__________________________________ : Title: 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 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:] [NAME OF L/C ISSUER], as L/C Issuer By: Title: [Consented to:]5 to:] [__________________________________] NAME OF SWING LINE LENDER], as Swing Line Lender By__________________________________ : Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 TO ASSIGNMENT AND ASSUMPTION XXXXX CORPORATION SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % Effective [7. Trade Date: ______________]5 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and]6 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., N.A. as Administrative Agent By__________________________________ Title: [Consented to:]5 to:]7 [BANK OF AMERICA, N.A., as [U.S. Issuing Lender] [U.S. Swingline Lender]] By__________________________________] _ Title: AIRGAS, INC. By______:____________________________ Title: ______________________________________ 3 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,” 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. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders of Assignor prior to Trade Date Amount of Commitment/Loans of Assignee prior to Trade Date Amount of Commitment/Loans Assigned Percentage Assigned Amount of Commitment/Loans3 Loans of Assignor after Trade Date Amount of Commitment/Loans of Assignee after Trade Date $ $ % $ $ % $ $ % [7. Trade Date: ______________]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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:__________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________ Title: [Consented to and]3 Accepted: ABN AMRO Bank N.V., as Administrative Agent By:_________________________ Title: [Consented to:]4 _________________ 1 Select as applicable. 2To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement. 71 BLACK HILLS CORPORATION By:___________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toTitle: ASSIGNOR [NAME OF ASSIGNORISSUING AGENTS] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent 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. 1 Select as applicable Facility Assigned2 Assigned9 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]11 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 terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Accepted: CITIZENS BANK, N.A., as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. By:______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] TRC COMPANIES, INC. as the Borrower12 By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: :______________________________________ 4 Name: Title: 9 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.) 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit Agreement.Trade Date. 12 If required. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Aggregate Amount of Commitment/Loans3 Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20201___ [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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: _______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: _______________________________________ 4 Name: Title: _______________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 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]3 Accepted: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _______________________________________ Name: Title: [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as L/C Issuer] 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. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 to:]6 [__________________________________BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] 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,” 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 Lenders 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. 5 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 Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Loans¹ Global Revolving Commitment [$][€][£][CAD$][Mexican Pesos] [$][€][£][CAD$][Mexican Pesos] % U.S. Revolving Commitment $ $ % Tranche A Term Loans $ $ % Incremental Term Loans $ $ % Extended Term 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. __agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ____________________________________ Name: Title: ____________________ 4 To ¹Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted JPMORGAN CHASE BANK, N.A, as Administrative Agent By:_________________________________ Name: Title: [Consented to:]² [ISSUING BANK], as Issuing Bank By:_________________________________ Name: Title: DELPHI CORPORATION By:_________________________________ Name: Title: ____________________ ²To be added only if the consent of an Issuing Bank or the Administrative Agent U.S. Parent Borrower, as applicable, is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION³

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/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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower, the other Obligors and their related parties Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By____:______________________________ Title: ASSIGNEE [Consented to:]5 [__________________________________NAME OF 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,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ 4 To be added only if the Title: Consented to: ALMOST FAMILY, INC., a Delaware corporation By________________________________ Title: [add consent of the Administrative Agent is required by the terms of the Credit Agreement.Issuing Bank] ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select See Schedules attached hereto [7. Trade Date: ______________] To be completed if the Assignor and the Assignee(s) intend that the minimum assignment amount is to be determined as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The [The] [Each] Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the [the] [such] Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Borrower and their related parties its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the [applicable] Assignee's ’s compliance procedures and applicable laws, including Federal federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE] Add additional signature blocks, as needed. [an Affiliate/Approved Fund of [identify Lender] Select as applicable.] By: :______________________________ Title: [Consented to and]4 and] To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement. Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] to:] To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement. XXXXX CORNING By__________________________________ Title: ______________________________________ 4 SCHEDULE 1 To Assignment and Assumption Assigned Interests: Assignor Assignee(s) Facility Assigned Aggregate Amount of Commitment/Term Loans for all LendersAmount to be added only if adjusted by the consent counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount of Commitment/Term Loans Assigned Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Percentage Assigned of Commitment/Term Loans Set forth, to at least 9 decimals, as a percentage of the Administrative Agent is required by the terms Commitment/Term Loans of the Credit Agreement.all Lenders thereunder. CUSIP Number Term Loan Facility $ $ % ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans1 $ 10,000,000 $ % $ $ % $ $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Acceptance are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Name: Title: Consented to and Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: _________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toName Title: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name Title: [Consented to:]5 [__________________________________] ROTECH HEALTHCARE INC.]1 By_: _________________________________ Name Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms 1 Pursuant to Section 9.04(b) of the Credit Agreement., Borrower consent is required for assignments of Commitments and Loans; provided that such consent of the Borrower shall (a) not be required (i) if such assignment is made to another Lender or an Affiliate of a Lender or a Related Fund or (ii) after the occurrence and during the continuance of an Event of Default and (b) be deemed given unless the Borrower shall have objected to such arrangement by written notice to the Administrative Agent within five Business Days after having received notice thereof. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name:____________________________ Title:_____________________________ ASSIGNEE [NAME OF 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 Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By_:_________________________________ Name:______________________________ Title: [Consented to:]5 [:___________________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By__:________________________________ Title: Name:_____________________________ Title:_______________________________ 4 To be added only if the consent of the Administrative Agent 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 LANDEC CORPORATION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Aggregate Amount of Commitment/Loans3 Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: ________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [__________________________________] _ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 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]3 Accepted: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By__: ________________________________ Name: Title: [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Retail Opportunity Investments Corp., a Maryland corporation, its managing member By: ________________________________ Name: Title: [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as L/C Issuer] By: ________________________________ 4 Name: Title: [Consented to:]6 [KEYBANK NATIONAL ASSOCIATION, as Swing Line 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. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Borrowers Borrower, the Credit Parties and their related parties 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. By its acceptance of The terms set forth in this AssignmentAssignment and Assumption are hereby agreed to: ASSIGNOR _________________________________ NAME OF ASSIGNOR By:______________________________ Title: ASSIGNEE 3Set forth, the Assignee hereby agrees to be bound by the terms and provisions at least 9 decimals, as a percentage of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit Commitment/Loans of all “Bank Creditors” under the Intercreditor AgreementLenders. _________________________________ NAME OF ASSIGNEE By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] TD AMERITRADE HOLDING CORPORATION By__________________________________ Title: ______[NAME OF ANY OTHER RELEVANT PARTY] By________________________________ 4 To Title: 4To 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 and/or other parties (e.g. Swingline Lender) is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment/ Advances1 Revolving Credit $________________ $________________ ______________% [7. Trade Date: __________________]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 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: ____________________ *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. [1] Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. [2] 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]4 and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By_: _________________________________ Title: [Consented to:]5 [__________________________________] to: PEPSICO, INC. By_: _________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent 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. 1 Select as applicable Facility Assigned2 Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers Borrower, the Loan Parties and their related parties 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. By its acceptance of The terms set forth in this AssignmentAssignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: _____________________ 2 Set forth, the Assignee hereby agrees to be bound by the terms and provisions at least 9 decimals, as a percentage of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit Commitment/Loans of all “Bank Creditors” under the Intercreditor AgreementLenders. [Consented to and]3 Accepted: JPMorgan Chase Bank, N.A., as Administrative Agent By: _____________________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Acceptedto:] 4 Norfolk Southern Corporation By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 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 Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ Loans Senior First Lien Loan $54,601,424.00 $27,300,712.00 50.00% Effective Date: _____________ ___June 27, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2016 The Assignee agrees to deliver to the Administrative Agent a completed 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 Borrower, the Borrowers Guarantor, and their related parties Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent ByVARIAN MEDICAL SYSTEMS INTERNATIONAL AG By:_/s/ Xxxx X. Kuo___________________ Title: Director Confidential ASSIGNEE DEUTSCHE BANK AG, LONDON BRANCH By:_/s/Xxxxxxx Xxxxx _ Title: Vice President By:_/s/ Tristyn Tran________________ Title: [Authorized Signatory Consented to:]5 [__________________________________] By____________________to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_/s/ Xxxx Xxxxxxx, Asc.______________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Authorized Signatory ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. 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[, Issuing Bank and Swingline Lender] By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed Name:______________________________ Title:_______________________________ [Consented to: ASSIGNOR :] [NAME OF ASSIGNORRELEVANT PARTY] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__:________________________________ Title: [Consented to:]5 [Name:__________________________________] By____ Title:_______________________________ Title: ANNEX 1 to ASSIGNMENT AND ASSUMPTION [______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment /Loans for all Lenders Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/Loans3 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 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_____________________________ Name:___________________________ Title:____________________________ ASSIGNEE [NAME OF 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. e.g., “Revolving Commitment”) 3 Set forth, to at least 9 decimals“Term Loan Commitment”, as a percentage of the Commitment/Loans of all Lenders thereunderetc.). 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]4 and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By_:_________________________________ Name:______________________________ Title: [Consented to:]5 [:__________________________________] _ [OTHER ISSUING BANKS], as Issuing Bank By_:_________________________________ Title: Name:______________________________ Title:_______________________________ [Consented to:]4 PAPA JOHN’S INTERNATIONAL, INC. By:________________________________ 4 Name:_____________________________ Title:_______________________________ 3 To be added only if the consent of the Administrative Agent Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % 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 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 Borrowers Obligors and their related parties Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: 3 Fill in the appropriate terminology for the types of Facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Loans,” “Swingline Loans,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit A - 3 0010146-0000535 NYO1: 2000731687.1 [Consented to and]4 and]5 Accepted: JPMORGAN CHASE BANK, N.A.THE BANK OF NOVA SCOTIA, as Administrative Agent By:_________________________________ Title: Consented to: [NAME OF ISSUING BANK] By:_________________________________ Title: Consented to: [NAME OF SWINGLINE LENDER] By:________________________________ Title: [Consented to:]5 [__________________________________] to: MILLICOM INTERNATIONAL CELLULAR S.A., as the Borrower By__:________________________________ Title: ________By:______________________________ 4 Title:]6 5 To be added only if the consent of the Administrative Agent is required by Section 10.04. 6 To be added only if the consent of the 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/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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Company, the other Loan Parties and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, an Issuing Bank and as Swingline Lender]4 By__________________________________ Title: [Consented to:]5 [__________________________________NAME OF RELEVANT PARTY] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank 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 Representative and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitment/Loans3 Commitments/ Syndicated Loans for all Lenders3 Commitment/ Syndicated Loans $ $ % Competitive Loans4 N/A $ $ % $ $ % N/A Effective Date: _____________ ___, 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 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 Borrowers Borrower and their related parties its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assigneeassignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________________________________________________ 2 Fill in the appropriate terminology for the types Must comply with Section 10.04(b)(ii) of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) Agreement. 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Syndicated Loans of all Lenders thereunderLenders. 4 Specify the Competitive Loan assigned, including whether it is a Eurocurrency Loan or a Fixed Rate Loan. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Byby Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Byby Name: Title: [Consented to and]4 and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_by _________________________________ Name: Title: Consented to:6 [Consented to:]5 [__________________________________NAME OF ISSUING LENDER] By_by _________________________________ Name: Title: Consented to:7 [NAME OF SWINGLINE LENDER] by _________________________________ Name: Title: Consented to:8 [BEST BUY CO., INC.] by _________________________________ Name: Title: ________________________________________________ 4 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6 Include a signature block for each Issuing Lender. 7 Include a signature block for each Swingline Lender. 8 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 $1,500,000,000 BEST BUY CO., INC. FIVE-YEAR CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Assignor Assignee Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Lenders6 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Loans7 CUSIP Number __________ $______________ $_________ ___________% $ $ __________ $______________ $_________ ___________% $ $ __________ $______________ $_________ ___________% [7. Trade Date: __________________]8 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 1 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 Loan Commitment", etc.). 2 Amounts in this column and in the column immediately to the right 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 Lenders thereundertereunder. 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. 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]4 and]1 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By__________________________________ : Name: Title: [Consented to:]5 [__________________________________] to:]2 AEGION CORPORATION, a Delaware corporation By__________________________________ : Name: Title: ______________________________________ 4 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select Assignor[s] List each Assignor, as applicable appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Assigned2 Aggregate Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ thereunder. CUSIP Number ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% 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 terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to deliver to the and Accepted: BANK OF AMERICA, N.A., as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________By: ______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate applicable. Amount of Amount of Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans of Commitment/Loans of Assignor prior to Assignee prior to Amount of Assignor after Assignee after [Effective] [Trade] [Effective] [Trade] Commitment/Loans [Effective] [Trade] [Effective] [Trade] Date Date Assigned Date Date ------------------- ------------------- ---------------- -------------------- -------------------- $ $ % $ $ % $ $ % Effective Date[7. TRADE DATE: _____________ ________]2 Effective Date:____________________________, 20___ [TO 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. __agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:____________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:____________________________________ Title: [Consented to:]5 [__________________________________] to and]3 Accepted: ABN AMRO BANK N.V., as Agent By__________________________________ Title: ______________________________________ 4 Title: -------------------------- 2 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned 3 Aggregate Amount of Commitment/Loans for all Lenders 3 Amount of Commitment/Loans Assigned 4 Percentage Assigned of Commitment/Loans3 Loans 5 $ $ % $ $ % $ $ % [7. Trade Date: _____________________________________________________________ ] 6 ______________________________ 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Commitment," "Term Credit," etc.) 4 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ‑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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ___agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ___________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toName: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: _______________________________ ASSIGNEE [NAME OF ASSIGNEE] By: ___________________________________ 4 Name: ______________________________ Title: _______________________________ Consented to and Accepted: FIFTH THIRD BANK, as Administrative Agent By: __________________________ Name: ____________________ Title: _____________________ [Consented to:] 7 [NAME OF RELEVANT PARTY] By: _________________________ Name: ____________________ Title: _____________________ ______________________________ 7 To be added only if the consent of the Administrative Agent Borrowers and/or other parties is required by the terms of the Credit Agreement.. ANNEX 1 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/Loans3 $ $ Tranche A Commitment [$] [$] % $ $ Tranche B Commitment [$] [$] % $ $ Revolving Commitment [$] [$] % 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 (in the case of an Assignee that is not 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 Borrowers Loan Parties and their related parties Related Parties 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. By its acceptance 2 Revolving Credit (includes participations in Letters of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor AgreementCredit) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Issuing Lender By__________________________________ Name: Title: [Consented to:]5 [__________________________________] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender By__________________________________ Name: Title: _____ROYAL BANK OF CANADA, as Issuing Lender By_________________________________ Name: Title: [Consented to:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. KIMCO REALTY CORPORATION By________________________________ Name: Title: 5 To be added only if the consent of Kimco is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Amount of Commitment/Loans Percentage Assigned of Commitment/Loans for all Lenders Amount of Assigned Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR -------- [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE -------- [NAME OF 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: [Exhibit F Consented to and]4 and Accepted: JPMORGAN CHASE BANKGUGGENHEIM CORPORATE FUNDING, N.A.LLC, as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: _____[Consented to:] 3 QUEST CHEROKEE, LLC By_________________________________ 4 Title: QUEST RESOURCE CORPORATION By_________________________________ Title: ------------ 3 To be added only if the consent of the Administrative Agent Borrowers and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. ANNEX 1 QUEST CHEROKEE, LLC AND QUEST RESOURCE CORPORATION THIRD LIEN TERM LOAN AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select See Schedules attached hereto [7. Trade Date: __________________]5 5 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % the Trade Date. Effective Date: _____________ ___, 20____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR(S) See Schedules attached hereto ASSIGNEE(S) See Schedules attached hereto [Consented to and]6 Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: __________________________________ Name:_______________________________ Title: ________________________________ WACHOVIA BANK, NATIONAL ASSOCIATION, as Swingline Lender and Issuing Lender By: _________________________________ Name:_______________________________ Title:________________________________ [Consented to:]7 LMI AEROSPACE, INC. By: _________________________________ Title: 6 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent 7 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined set forth in the Intercreditor Agreement) to comply) with such terms attached Assignment and provisionsAssumption. The foregoing agreement shall inure to the benefit Assigned Interests: Facility Assigned8 Aggregate Amount of Commitment/ Loans for all “Bank Creditors” under the Intercreditor Agreement. _Lenders7 Amount of Commitment/ Loans Assigned9 Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]11] By: _____________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed toName: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ____________________________________ 8 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," etc.). 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 Select as applicable. SCHEDULE 2 To Assignment and Assumption By its execution of this Schedule, the Assignor agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned12 Aggregate Amount of Commitment/ Loans for all Lenders11 Amount of Commitment/ Loans Assigned13 Percentage Assigned of Commitment/ Loans14 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNOR] By: _________________________________ 4 To Name: Title: 12 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," etc.) 13 Amount to be added only if adjusted by the consent counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 14 Set forth, to at least 9 decimals, as a percentage of the Administrative Agent is required by the terms Commitment/Loans of the Credit Agreement.all Lenders thereunder. ANNEX 1 to Assignment and Assumption 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/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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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 federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_________________________ 2 Fill Name:_______________________ Title:________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_________________________ Name:_______________________ Title:________________________ 2Fill 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 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By_________: _________________________ Name:_______________________ Title: [Consented to:]5 [:___________________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By_________:_________________________ Title: Name:_______________________ Title:________________________ 4 To 4To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5To 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 August 14, 2020 among USA Technologies, Inc., a Pennsylvania corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select Assignor[s] List each Assignor, as applicable appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Assigned2 Aggregate Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ thereunder. CUSIP Number ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% 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 terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to deliver to the and Accepted: BANK OF AMERICA, N.A., as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________By: ______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.136 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 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 Borrowers Borrower, the other Loan Parties and their related parties Related Parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 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 thereunder. [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank and Swingline Lender By: _____________________________ Title: [Consented to:]4 [NAME OF 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 Facility Assigned2 Revolving Commitment Aggregate Amount of Revolving Commitment/Loans for all Lenders Amount of Revolving Commitment/Loans Assigned Percentage Assigned of Revolving Commitment/Loans3 Loans CUSIP Number • $ $ % $ $ % $ $ % [7. Trade Date: ______________] 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 terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Title: Accepted: KEYBANK NATIONAL ASSOCIATION, as 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. By:______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANKto:] [PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, N.A.L.P., as Administrative Agent Borrower By__________________________________ Title: [Consented to:]5 [__________________________________] Preferred Apartment Advisors, LLC, its manager By__________________________________ Title: :______________________________________ 4 To be added only if Name: Title:] EXHIBIT H ______________________________ Form of Management Subordination Agreement ______________________________ MANAGEMENT FEE SUBORDINATION AGREEMENT THIS MANAGEMENT FEE SUBORDINATION AGREEMENT, dated as of August 31, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among (i) PREFERRED APARTMENT ADVISORS, LLC, a Delaware limited liability company (the consent of “Advisor”), (ii) PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation (the “Parent”), (iii) PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), and (iv) KEYBANK NATIONAL ASSOCIATION, as administrative agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent is required by Agent”) for the terms of Benefited Creditors under the Credit AgreementAgreement (as defined below).

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Facility Assigned Lenders Assigned Commitment/Loans3 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 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 Borrowers Borrower and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: ASSIGNOR [Consented to:]5 [__________________________________NAME OF ASSIGNOR] By____: ______________________________ Title: __________Consented to and accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By ____________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Title: Consented to: PULTE MORTGAGE LLC By ____________________________ Title:

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Loan Parties and their related parties Related Parties 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 lawsApplicable Laws, including Federal and state securities laws. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ____________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 to and]3 Accepted: [__________________________________] NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By________: __________________________ Title: __________________________ [Consented to:]4 [NAME OF RELEVANT PARTY] By: _________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Title: [____________________]5 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Loans Working Capital Commitment $_____________ $_____________ __________% $ $ % $ $ Revolving Commitment $_____________ $_____________ __________% 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 and] Accepted: JPMORGAN CHASE BANK, N.A.SOCIÉTÉ GÉNÉRALE, as Administrative Agent By__________________________________ : Title: [Consented to:]5 to:] [Borrower Name] By: Title: [SOCIÉTÉ GÉNÉRALE, as an Issuing Bank] By: Title: [__________________________________, as an Issuing Bank] By__________________________________ : Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 SPARK HOLDCO, LLC, SPARK ENERGY, LLC, SPARK ENERGY GAS, LLC, CENSTAR ENERGY CORP, and CENSTAR OPERATING COMPANY, LLC CREDIT AGREEMENT DATED AS OF JULY 8, 2015 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % 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 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 Borrowers Borrower, the Loan Parties and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE[NAME OF ASSIGNEE] By: Title: ________________________ 3 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to and]4 Acceptedto:]6 BRIXMOR OPERATING PARTNERSHIP LP By: JPMORGAN CHASE BANKBrixmor OP GP LLC, N.A., as Administrative Agent its general partner By__:________________________________ TitleName: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Tranche Assigned Aggregate Amount of Commitment/Loans L/C Obligations for all Lenders Amount of CommitmentCommitment/ L/Loans C Obligations Assigned Percentage Assigned of CommitmentCommitment/ L/Loans3 C Obligations $ $ % $ $ % $ $ % Exhibit A - 1 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 terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_:_________________________________ Name: Title: [Consented to:]5 [__________________________________] to and Accepted: NATIONAL AUSTRALIA BANK LIMITED, as Administrative Agent By_: _________________________________ Name: Title: Consented to: NATIONAL AUSTRALIA BANK LIMITED, as Several L/C Issuing Bank By: _________________________________ Name: Title: [Consented to:1 ENSTAR GROUP LIMITED By: ________________________________ 4 Name: Title:] 1 To be added only if the consent of the Administrative Agent Parent is required by the terms of the Credit Agreement.. ANNEX 1 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/Loans3 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: ASSIGNEE [Consented to:]5 [NAME OF ASSIGNEE] By: __________________________________] _ Title: Consented to and Accepted: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: __________________________________ Title: _____________________________ 2 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. JPMORGAN CHASE BANK, N.A., as Issuing Bank By: __________________________________ 4 Title: [Consented to:]3 WORTHINGTON INDUSTRIES, INC. By: __________________________________ Title: _____________________________ 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Assignor[s] Assignee[s] Aggregate Amount of CommitmentCommitments / Loans Amount ofCommitments/ Loans Assigned PercentageAssigned ofCommitments/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ CUSIPNumber $______________ $___________ ____________% $ $ $______________ $___________ ____________% $ $ $______________ $___________ ____________% [7. Trade Date: __________________] Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] Exhibit E – 1 Form of Assignment and Assumption The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire terms set forth 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 Borrowers this Assignment and their 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. By its acceptance of this Assignment, the Assignee Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and] Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to:] [XXXXXXX WASTE SYSTEMS, INC., for itself and each of the Borrowers referred to and]4 Acceptedherein] By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Name: Title: [Consented to:]5 [__________________________________, as Swing Line Lender] By_: _________________________________ Name: Title:] Exhibit E – 1 Form of Assignment and Assumption [_________________, L/C Issuer] By: ______________________________________ 4 To be added only if the consent Name: Title: Exhibit E – 1 Form of the Administrative Agent is required by the terms of the Credit Agreement.Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders the Assignor Amount of Commitment/Loans Assigned Commitment Percentage of Assigned of Commitment/Loans3 $ $ % $ $ % 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 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 Borrowers Borrower, Guarantor, and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ____________________________ Name Title: ­2 Address for Notices: ____________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 To be added only ____________________________________ Attention: ________________________ Telecopy: ________________________ [Include if and to the consent of the extent applicable:] Consented to: JPMORGAN CHASE BANK, N.A., as Administrative Agent is required by the terms of the Credit Agreement.By: Name: Title: 731 RETAIL ONE LLC, a Delaware limited liability company By: Name: Title: 731 COMMERCIAL LLC, a Delaware limited liability company By: Name: Title: 4­ ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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 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 Borrowers Borrower, Guarantor, and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 to:] [__________________________________NAME OF RELEVANT PARTY] By__________________________________ Title: C- HOU:0007002/04503:1584378v4 ANNEX 1 [______________________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Assignor Assignee Facility Assigned2 Assigned Revolving Committed Amount/ Aggregate Amount of Commitment/Loans for all Lenders Amount of Revolving Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ Revolving Committed Amount/ Loans CUSIP Number Manufacturers and Traders Trust Company . North Fork Bank Revolving Commitment $50,000,000 $5,000,000 10% Effective Date: Apri1 26, 2007 The terms set forth in this Assignment and Acceptance are hereby agreed to: Assignor MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President Assignee: NORTH FORK BANK By: _____________ ___, 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 Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____________ Name: Title: Consented to and Accepted: MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Vice President Consented to: XXXXXX CORPORATION, A Delaware Corporation By: __________________________________ 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”) 3 Set forthXxxx X. X’Xxxxxx, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Vice President-Finance The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Assignor MANUFACTURERS AND TRADERS TRUST COMPANY By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________ Xxxxxx X. Xxxxxx, Vice President Assignee: NORTH FORK BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Consented to and Accepted: MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent By: ____________________________ TitleXxxxxx X. Xxxxxx, Vice President Consented to: [Consented to:]5 [__________________________________] XXXXXX CORPORATION, A Delaware Corporation By______: ____________________________ TitleXxxx X. X’Xxxxxx, Vice President-Finance The terms set forth in this Assignment and Acceptance are hereby agreed to: Assignor MANUFACTURERS AND TRADERS TRUST COMPANY By: __________________________ Xxxxxx X. Xxxxxx, Vice President Assignee: NORTH FORK BANK By: ____________________________ Name: Title: Consented to and Accepted: MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent By: ___________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Xxxxxx X. Xxxxxx, Vice President Consented to: XXXXXX CORPORATION, A Delaware Corporation By: /s/ Xxxx X. X’Xxxxxx Xxxx X. X’Xxxxxx, Vice President-Finance

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount Percentage of Commitment/Commitment / Amount of Assigned of Facility Loans for all Lenders Amount of Commitment/Commitment / Commitment / Assignor[s]1 Assignee[s]2 Assigned3 Lenders4 Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Loans5 ____________ $____________ $____________ ____________% $ $ ____________ $____________ $____________ ____________% $ $ ____________ $____________ $____________ ____________% Effective [7. Trade Date: __________________________]6 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 Borrowers and their related parties or their respective securities) will be made available and who may receive such information in accordance with the 1 List each Assignor, as appropriate. 2 List each Assignee's compliance procedures and applicable laws, including Federal and state securities lawsas appropriate. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 2 3 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”) 3 Assignment. 4 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined a 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]4 and]7 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ : Title: [Consented to:]5 [__________________________________] to: MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By__________________________________ Title: ______________________________________ 4 Name: Title:]8 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added if the consent of the Borrower is required pursuant to Section 10.6 of the Credit Agreement (e.g., no Event of Default has occurred and is continuing).

Assigned Interest. 1 Select as applicable Facility Assigned2 Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitment/Loans3 Commitments/ Syndicated Loans for all Lenders3 Commitment/ Syndicated Loans $ $ % Competitive Loans4 N/A $ $ % $ $ % N/A Effective Date: _____________ ___, 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 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 Borrowers Borrower and their related parties its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assigneeassignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ________________________________________________ 2 Fill in the appropriate terminology for the types Must comply with Section 10.04(b)(ii) of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) Agreement. 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Syndicated Loans of all Lenders thereunderLenders. 4 Specify the Competitive Loan assigned, including whether it is a Eurocurrency Loan or a Fixed Rate Loan. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Byby Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Byby Name: Title: [Consented to and]4 and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_by _________________________________ Name: Title: [Consented to:]5 to:]6 [__________________________________BEST BUY CO., INC.] By_by _________________________________ Name: Title: ________________________________________________ 4 5 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 Assignee Facility Assigned2 assigned Aggregate Amount of Commitment/Loans for all Lenders under such Facility Amount of Commitment/Loans Assigned Percentage Assigned under such Facility Scheme Reference number under the HMRC DT Treaty Passport Scheme and Jurisdiction of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Tax Residence29 [Name of Assignee] __________ __________ [Name of Assignee] __________ __________ 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 the Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. __________________ 29 Include for Assignees of Multicurrency Revolving Commitments. If this information is not provided, the Assignee may be subject to UK withholding tax with respect to Loans made to the U.K. Borrower. ASSIGNOR INFORMATION Payment Instructions: Reference: Notice Instructions: Reference: ASSIGNEE INFORMATION Payment Instructions: Reference: Notice Instructions: Reference: The terms set forth in this Assignment are hereby agreed to: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] [NAME OF ASSIGNEE]30 By:___________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_______:___________________________ Name: Name: Title: Title: [Consented to:]5 Additional Signature lines as necessary] [__________________________________Additional Signature lines as necessary] By_______:___________________________ Title: ___________By:___________________________ 4 Name: Name: Title: Title: [Consented to and]31 Accepted: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By:___________________________ Name: Title: [Applicable Borrower]32: as Borrower By:___________________________ Name: Title: __________________ 30 Add additional signature blocks, as needed. 31 Insert only if assignment is being made to an Assignee other than an Affiliate or another Lender, or, in the case of a Lender that is a Fund, any Related Fund of any Lender. 32 To be added only included if the consent no Event of the Administrative Agent Default then exists and is required by the terms of the Credit Agreement.continuing. ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT ANNEX I CROWN AMERICAS LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. 1 Select as applicable Assignor Assignee Facility Assigned2 Assigned14 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % Loans15 CUSIP Number $ $ % $ $ % 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 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 Borrowers Loan Parties and their related parties 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. By its acceptance The terms set forth in this Assignment and Assumption are hereby agreed to: 14 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this AssignmentAssignment and Assumption (e.g. “Initial Term B-1 Commitment”, the Assignee hereby agrees “Additional Term B-1 Commitment”, “Initial Term B-2 Commitment”, “Additional Term B-2 Commitment” or “Initial Term B-3 Commitment”.) 15 Set forth, to be bound by the terms and provisions at least 9 decimals, as a percentage of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit Commitment/Loans of all “Bank Creditors” under the Intercreditor AgreementLenders thereunder. ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]16 Accepted: 16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JEFFERIES FINANCE LLC, as Administrative Agent By:_________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: [Consented to and]4 Acceptedto: JPMORGAN CHASE BANK, N.A.REVLON CONSUMER PRODUCTS CORPORATION, as Administrative Agent Borrower By__:________________________________ TitleName: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 Title:]17 17 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. Annex I The BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as the administrative agent and each collateral agent for the Lenders. Capitalized terms used but not defined herein have the meanings given to them in the 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 Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 Assignee, if not already a Bank, 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 Borrowers Borrower, the General Partner and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. _____________agreed to: ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE _________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Commitment”,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders Banks 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]4 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 to:]4 [__________________________________NAME OF RELEVANT PARTY] By__________________________________ Title: ______________________________________ 4 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, Fronting Bank) is required by the terms of the Credit Agreement.. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR

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/Loans3 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 Borrowers Borrower, the Guarantor and their related parties 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. By its acceptance of The terms set forth in this AssignmentAssignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:_________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By:_________________________________ Title: 2 Set forth, the Assignee hereby agrees to be bound by the terms and provisions at least 9 decimals, as a percentage of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit Commitment/Loans of all “Bank Creditors” under the Intercreditor AgreementLenders thererunder. [Consented to and]3 Accepted: JPMorgan Chase Bank, National Association, as Administrative Agent By __________________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Byto:]4 Old Republic Capital Corporation By __________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________________ 4 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 Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % 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 Borrowers and their related parties 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. ______________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders 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: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________ Title: [Consented to:]5 [__________________________________] By__________________________________ Title: ______________________________ 3 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,”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented To: INTERNATIONAL BUSINESS MACHINES CORPORATION By: ________________ 4 To be added only if the consent of the Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent is By: ________________ Name: Title: [Consents required by only to the terms extent expressly provided for in Section 11.8 of the Credit Agreement.] Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: ________________ Name: Title: ANNEX 1 Three-Year Credit Agreement, dated as of June 22, 2021, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Syndication Agents and Documentation Agents named therein STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Term Loan Commitment / Term Loans for all Lenders Amount of Commitment/Term Loan Commitment / Term Loans Assigned Percentage of Assigned of Commitment/Loans3 Term Loan Commitment / Term 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 in which the Assignee designates designation of one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers Loan Parties and their related parties Related Parties 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. By its acceptance of The terms set forth in this Assignment, the Assignee Assignment and Assumption are hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the benefit of all “Bank Creditors” under the Intercreditor Agreement. agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] _____________________________________ 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loan Commitment / Term Loans of all Lenders thereunder. The terms set forth in this Exhibit A - Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] 2 By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________________________________ Title: [Consented to:]5 [to and]3 Accepted: NEDBANK LIMITED, as Administrative Agent By: __________________________________] By__________________________________ Title: ____________________________________________ 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1