Common use of Assigned Interest Clause in Contracts

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Loans for all Lenders3 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. 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]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned3 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Commitment/Loans4 CUSIP Number $ $ % $ $ % $ $ % [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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts The terms set forth in this column and Assignment Agreement are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term 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 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:]2 DIGITALOCEAN, LLC, as the Borrower]6 By: Name: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement6 If required.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/ Loans4 Commitment/Loans3 [Closing Date Term Loan] $ $ % [7. Trade Date: ]5 Effective Date: , 20 Delayed Draw Term Loans] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.Incremental Term Loans] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriateAssignee must have an interest in at least $1,000,000 in aggregate principal amount of the Commitments and/or Loans under the Credit Agreement. 3 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. 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 Effective Date. : , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]4 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]1 and Accepted: BANK OF AMERICAP-Wave Holdings, N.A., LLC,5 as Administrative Agent By: Title: [Consented to:]2 ByName: Title: 1 4 This date may not be fewer than 5 Business days after the date of assignment unless the Agent otherwise agrees. 5 To be added only if completed to the extent consent of the Administrative Agent is required by the terms of the Credit Agreementunder Section 10.04(b).

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitment/Loans2 Tranche A Revolving Loans $ $ % [7Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. THEREFOR.]3 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]1 and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK OF AMERICAUSA, N.A., 5 as Administrative Agent By: Title: [Consented to:]2 ByName: Title: 1 By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be added only if completed to the extent consent of the Administrative Agent is required by the terms under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of the Credit AgreementTranche A Revolving Commitments.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitment/Loans2 Tranche A Revolving Loans $ $ % [7Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. THEREFOR.]3 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]1 and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK OF AMERICAUSA, N.A., 5 as Administrative Agent By: Title: [Consented to:]2 ByName: Title: 1 By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be added only if completed to the extent consent of the Administrative Agent is required by the terms under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of the Credit AgreementTranche A Revolving Commitments.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s] Assignee[s] Aggregate Amount of Commitment/ Commitments/ Loans for all Lenders3 Lenders6 Amount of Commitment/ Commitments/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitments/ Loans7 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: _]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 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. 4 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 8 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]1 and]9 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:]10 By: Name: Title: 1 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s](1) Assignee[s](2) Facility Assigned(3) Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders(4) Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [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.] 1 Loans(5) (1) List each Assignor, as appropriate. 2 . (2) List each Assignee, as appropriate. 3 . (3) 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. “Domestic Revolving Commitment”, “Global Revolving Commitment”, etc.). (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. 4 . (5) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 . (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. 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]1 and](1) Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:](2) By: Title: 1 : (1) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Lenders4 Amount of Commitment/ Loans Commitment Assigned Percentage Assigned of Commitment/ Loans4 Commitment5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ____________________________________]5 6 Effective Date: _________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 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. 4 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 5 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. 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]1 and]7 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 [Consented to: [●]]8 By: Title: 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 only if the consent of the Company and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Commitment / Loans for all Lenders3 Lenders7 Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % Commitment / Loans 8 CUSIP Number 6. [7. Trade Date: __________________]5 9 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICA, N.A.MONTREAL, as Administrative Agent By: Name: Title: [Consented to:]2 to:]11 By: Name: Title: 1 10 To be added only if the consent of the Borrowers and/or the L/C Issuers and/or the Swing Line Lender is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Commitment / Loans for all Lenders3 Lenders7 Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitment / Loans8 CUSIP Number $ — $ — — % [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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICACITIBANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:]11 By: Name: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrowers and/or the L/C Issuers and/or the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans7 $ $ % [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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 7 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. 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]1 and]8 Accepted: BANK OF AMERICATB BANK, N.A., as Administrative Agent and Swingline Lender By: Name: Title: [Consented to:]2 to:]9 ▇▇▇▇▇ & WESSON HOLDING CORPORATION By: Name: Title: 1 8 To be added only if the consent of the Administrative Agent and Swingline Lender is required by the terms of the Credit Agreement. 9 To be added only if the consent of the Borrower Representative is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned2 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [7. Trade Date: ]5 Commitment Loans3 Effective Date: , 20 20_ [TO BE INSERTED BY LEAD ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts in this column and Fill in the column immediately to appropriate terminology for the right to be adjusted by types of facilities under the counterparties to take into account any payments or prepayments made between the Trade Date Credit Agreement that are being assigned under this Assignment and the Effective Date. 4 Assumption (e.g. “Revolving Commitment”, “Term Loan Commitment”, etc.) 3 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. 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: TitleName: [Consented to and]1 and Accepted: BANK OF AMERICA, N.A., N.A.. as Lead Administrative Agent By: Name: Title: [Consented to:]2 to:]4 INTUIT INC., a Delaware corporation By: Name: Title: 1 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/ Loans for all Lenders3 Assignor6 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans7 $ $ __________ % $ $ __________ % $ $ __________ % [7. Trade Date: _______________]5 8 Effective Date: , 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 4 List each Assignor, as appropriate. 2 5 List each Assignee, as appropriate. 3 6 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. 4 7 Set forth, to at least 9 nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 8 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]9 Accepted: BANK OF AMERICABank of America, N.A., as Administrative Agent By: Title: [Consented to:]2 to:]10 ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., as Borrower By: Title: 1 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 10 To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Lenders* Amount of Commitment/ Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans4 Commitment2 CUSIP Number Revolving Credit Loan $ $ % [7. Trade Date: ]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts in this column and in the column immediately to the right * 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 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 5 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:]5 By: Name: Title: 1 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.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor Assignee Facility Assigned5 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders6 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % Loans7 CUSIP Number [7. Trade Date: __________________]5 8 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each AssignorFill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment", as appropriate"Term Loan Commitment", etc.). 2 List each Assignee, as appropriate. 3 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. 4 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereundertereunder. 5 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]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 AEGION CORPORATION, a Delaware corporation By: Name: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Loans for all Lenders3 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. 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]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 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 Company and/or other parties (e.g., Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned1 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans4 Commitment/Loans2 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]5 3 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts in this column and Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption.  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 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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. SUPER MICRO COMPUTER, INC. CREDIT AGREEMENT #98630541v7 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]1 and] Accepted: BANK OF AMERICA, N.A., N.A. as Administrative Agent By: Title: [Consented to:]2 ByName: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders3 All Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [7. Trade Date: ]Loans8 CUSIP Number 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.] 1 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 [7. 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.] 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:]2 to: By: Title: 1 Title:]11 10 To be added only if the consent of the Administrative Agent is required by the terms of the Revolving Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ [applicable] Term Loans for all Lenders3 Lenders in such Credit Facility1 Amount of Commitment/ [applicable] Term Loans Assigned Percentage Assigned of Commitment/ Loans4 [applicable] Term Loans in such Credit Facility2 CUSIP Number [Initial][Incremental][Refinancing] Term Loans $[ ] $ % [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 terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 4 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term 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. 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]1 and Accepted: BANK OF AMERICA, N.A., as Administrative the Agent By: Name: Title: [Consented to:]2 to: UNITED RENTALS (NORTH AMERICA), INC., as the Borrower By: TitleName: 1 Title:]3 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitment8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 ] 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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:]11 INGLES MARKETS, INCORPORATED By: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 4 Select as applicable. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans4 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts The terms set forth in this column Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assign-ment (e.g. “Term Loan Commitment”) * 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 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Banks* Amount of Commitment/ Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans4 Commitment(4) CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 (5) Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts The terms set forth in this column Assignment and in the column immediately to the right Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: 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. 4 . (4) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. 5 . (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. 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]1 and](6) Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: to:](7) Title: 1 : (6) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. (7) To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned3 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts The terms set forth in this column Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] 3 Fill in the column immediately to appropriate terminology for the right to be adjusted by types of facilities under the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateCredit Agreement that are being assigned under this Assignment (e.g. “Term Loan”, “Incremental Term Loan”, “Incremental Revolving Loan”, etc.). 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. 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]1 and]6 Accepted: ▇▇▇▇▇▇▇ SACHS BANK OF AMERICA, N.A.USA, as Administrative Agent By: Title: [Consented to:]2 to and Accepted: [ ], as L/C Issuer By: Title: 1 ]7 [Consented to: PEABODY ENERGY CORPORATION By: Title: ]8 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 7 Add additional L/C Issuer signature blocks as appropriate. To be added only if the consent of the L/C Issuers is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Loans Advances for all Lenders3 Lenders* Amount of Commitment/ Loans Assigned Advances Assigned* Percentage Assigned of Commitment/ Loans4 Advances Assigned3 $ $ . % [$ $ . % 7. Trade DateDate of Assignment: [ ]5 , 20[ ] 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.] 1 List each Assignor, 20[ ]5 3 Set forth as appropriatea percentage of the aggregate principal amount of the Advances of all Lenders. 2 List each Assignee, as appropriate. 3 Amounts in this column and in the column immediately to the right * Amount to be adjusted by the counterparties to take into account any payments payments, prepayments, or prepayments Advances made between the Trade Date date of the Assignment and the Effective Date. 4 Set forth, to at least 9 decimals, forth as a percentage of the Commitment/Loans aggregate principal amount of the Subsequent Advance Commitments of all Lenders thereunderLenders. * Amount to be adjusted by the counterparties to take into account any payments, prepayments, or Advances made between the date of the Assignment and the Effective Date. 5 To be completed if inserted by the Assignor Agent and which shall be the Assignee intend that effective date of recordation of transfer in the minimum assignment amount is to be determined as of the Trade DateRegister therefor. 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: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent ByName: Title: [Consented to:]2 to and Accepted: CANTOR ▇▇▇▇▇▇▇▇▇▇ SECURITIES, as Agent6 By: Name: Title: 1 Consented to: SAEXPLORATION, INC., as Borrower7 By: Name: Title: 6 To be added only if executed to the consent extent required under Section 14.2(b) of the Administrative Agent is Credit Agreement. 7 To be executed to the extent required by the terms under Section 14.2(b) of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/ Commitment/Revolving Loans for all Lenders3 Lenders Amount of Commitment/ Revolving Loans Assigned Percentage Assigned of Commitment/ Loans4 Commitment/Revolving Loans2 $ $ % [7. Trade Date: ]5 Aggregate Amount of Competitive Loans of Assignor Amount of Competitive Loans Percentage Assigned of Competitive 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. 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: 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3Set forth, to at least 9 decimals, as a percentage of the Competitive Loans of the Assignor. [Consented to and]1 and]4 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:]5 ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated By: Name: Title: 1 To 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 is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned5 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans4 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ______________]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts The terms set forth in this column Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) * 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 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]4 Assignee[s]5 Facility Assigned 6 Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Lenders7 Amount of Commitment/ Loans Commitment Assigned Percentage Assigned of Commitment/ Loans4 Commitment 8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 ] 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.] 1 4 List each Assignor, as appropriate. 2 5 List each Assignee, as appropriate. 3 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and] 10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:] 11 By: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. [ ] 12

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders10 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 12 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 [ ] 1 By: Title: ASSIGNEE [ ] By: Title: 8 List each Assignor, as appropriate. 2 9 List each Assignee, as appropriate. 3 10 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. 4 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 12 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 Consented to and Assumption are hereby agreed toAccepted: ASSIGNOR [NAME OF ASSIGNORJPMORGAN CHASE BANK, N.A., as Administrative Agent] 13 [ ] By: Title: ASSIGNEE Consented to: [NAME OF ASSIGNEECLIFFS NATURAL RESOURCES INC.] 14 [ ] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 4 Select as applicable. Facility Assigned5 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans4 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 List each AssignorThe terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A., as appropriate. 2 List each Assignee, as appropriate. 3 Amounts in this column and Administrative Agent By: Name: Title: 5 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) * 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 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders* Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans4 $ % Commitment/Loans2 [7. Trade Date: ]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amounts in this column and in the column immediately to the right * 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 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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] ByBy Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ByBy Name: Title: [Consented to and]1 and]4 Accepted: BANK OF AMERICA, N.A. as Administrative Agent By Name: Title: [Consented to:]5 [BANK OF AMERICA, N.A., as Administrative Agent ByL/C Issuer and Swing Line Lender] By Name: Title: [Consented to:]2 ByEPICOR SOFTWARE CORPORATION, a Delaware corporation] By Name: Title: 1 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor Assignee Facility Assigned1 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders2 Amount of Commitment/ Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans3 CUSIP Number $ ________________ $ _________ ____________ % [7. Trade Date: ]5 4 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 List each Assignor, as appropriateFill 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” or “Term Commitment” or “Incremental Term Commitment”). 2 List each Assignee, as appropriate. 3 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. 4 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:]6 By: Title: 1 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % Loans10 CUSIP Number [7. Trade Date: __________________]5 11 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 6 If Applicable. 7 List each Assignor, as appropriate. 2 8 List each Assignee, as appropriate. 3 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. 4 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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]1 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:][12] By: Name: Title: 1 12 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]7 Assignee[s]8 Facility Assigned9 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [7. Trade Date: ]5 Loans10 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 7 List each Assignor, as appropriate. 2 8 List each Assignee, as appropriate. 3 Amounts in this column and 9 Fill in the column immediately to appropriate terminology for the right to be adjusted by types of facilities under the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateCredit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 4 10 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. 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]1 and]11 Accepted: BANK OF AMERICATB BANK, N.A., as Administrative Agent and Swingline Lender By: Name: Title: [Consented to:]2 to:]12 S▇▇▇▇ & WESSON HOLDING CORPORATION By: Name: Title: 1 11 To be added only if the consent of the Administrative Agent and Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders7 Amount of Commitment/ Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICAWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title: [Consented to:]2 ▇▇▇▇▇▇ RESOURCES, INC. By: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans8 $ $ % [$ $ % $ $ % 7. Trade Date: ]5 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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICAWHITE OAK GLOBAL ADVISORS, N.A.LLC, as Administrative Agent By: Name: Title: [Consented to:]2 to: ▇▇▇▇▇▇ MEDICAL, INC., as Borrower]11 By: Name: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s](1) Assignee[s](2) Facility Assigned(3) Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders(4) Amount of Commitment/ Commitmen t/Loans Assigned Percentage Assigned of Commitment/ Loans4 $ % [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.] 1 Loans(5) (1) List each Assignor, as appropriate. 2 . (2) List each Assignee, as appropriate. 3 . (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”, “Term Loan Commitment”, etc.). (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. 4 . (5) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 . (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. 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]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:](2) By: Title: 1 : (1) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Facility Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders3 Lenders Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans2 Loans $ $ % [7. Trade Date: ]5 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.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 3 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Affiliate Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and]4 Accepted: BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as Administrative Agent By: Name: Title: [Consented to:]2 to:]5 TRANSFIRST INC. By: Name: Title: 1 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans Commitment / Term Loan for all Lenders3 Lenders7 Amount of Commitment/ Loans Commitment / Term Loan Assigned Percentage Assigned of Commitment/ Loans4 $ % Commitment /Term Loan8 [7. Trade Date: [_]]9 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.] 1 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Term Loan of all Lenders thereunder. 5 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. 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 Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A.and Accepted:]10 BLUE TORCH FINANCE LLC, as Administrative Agent By: Title: [Consented to:]2 By: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Financing Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans Commitment for all Lenders3 Lenders7 Amount of Commitment/ Loans Commitment Assigned Percentage Assigned of Commitment/ Loans4 Commitment8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 5 List each Assignor, as appropriate. 2 6 List each Assignee, as appropriate. 3 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. 4 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 5 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]2 to:]11 MATTEL, INC. By: Title: 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders3 Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans4 Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 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.] 1 6 If Applicable. 7 List each Assignor, as appropriate. 2 8 List each Assignee, as appropriate. 3 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. 4 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 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]1 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 to:][12] By: Name: Title: 1 12 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate 1 Select as applicable. Type of Loan Assigned Total Loans of all Lenders Amount of Commitment/ Loans for all Lenders3 Amount of Commitment/ Loans Assigned Assigned2 Percentage Assigned of Commitment/ Loans4 Loans3 [ ] $ [ ]% [72 Shall not be in an amount less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, except to the extent such assignment is to an Affiliate of the assigning Lender or an Approved Fund with respect to such Lender, or an assignment of the entire remaining amount of the assigning Lender’s Loans or Commitments. Trade Date: ]5 3 Set forth, to at least nine decimals, as a percentage of the Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 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. 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. 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]1 and Accepted: BANK OF AMERICA[WABASH NATIONAL CORPORATION]4 By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, N.A.INC., as the Administrative Agent By: Title: [Consented to:]2 ByName: Title: 1 4 To be added only if completed to the extent consent of the Administrative Agent is required by the terms under Section 13.6(b)(i)(A) of the Credit Agreement.. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR