Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) 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 terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AG, acting through its Cayman Islands Branch, as Administrative Agent By: Title: By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. (2) Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) 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 terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AGBANK OF AMERICA, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:] AON CORPORATION By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and an Issuing Bank By: Title: [Consented to:]3 NEWMARKET CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AG, acting through its Cayman Islands Branch, as Administrative Agent By: Title: By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to:] AON CORPORATION to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: XXXXXXX XXXX (USA), INC., as Company By: Name: Title: [SWISS BORROWER] [as applicable] By: Name: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:] 3 THE ADVISORY BOARD COMPANY By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:]3 XXXXXXX COMPANY By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and an Issuing Bank By: Title: [Consented to:]3 NEWMARKET CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Commitments for all Lenders(3) Lenders Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Commitment2 Amount of Outstanding Loans Assigned $ $ % $ $ $ % $ $ $ % $ In consideration of the assignment made pursuant to this Assignment and Assumption, Assignee agrees to pay to Assignor on the Effective Date, an amount equal to the “Amount of Outstanding Loans Assigned” set forth in the table above. 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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AG, acting through its Cayman Islands Branch, 1 Select as Administrative Agent By: Title: By: Title: applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [Consented to:] AON CORPORATION NAME OF ASSIGNEE] By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT[Consented to and]3 Accepted: [KeyBank, National Association], as Administrative Agent 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. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % 2 The amount of Commitment/Loans assigned shall not be less than $5,000,000 without the Borrower’s (provided no Default has occurred and is continuing) and the Administrative Agent’s prior consent unless such assignee is acquiring all of the assigning Lender’s Commitment/Loans. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: CREDIT SUISSE AG, acting through its Cayman Islands Branch[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: By Title: By: [Consented to:]5 DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation By Title: Set forth, to at least 9 decimals, as a percentage 4 To be added only if the consent of the Commitment/Loans Administrative Agent is required by the terms of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTthe Loan Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: and Issuing Bank By Title: By: [Consented to:]3 ON SEMICONDUCTOR CORPORATION By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Commitment/ Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION to:]3 THE ADVISORY BOARD COMPANY By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Commitment/ Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: By Title: By: [Consented to:]3 ELECTRONIC ARTS INC. By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: Consented to and Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: By Title: By: [Consented to:]3 ATMOS ENERGY CORPORATION By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AG, acting through its Cayman Islands BranchU.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By: Title: By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION NISOURCE INC., as Borrower] 3 By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: Title: Consented to and Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: By: Title: [Consented to:] 3 1 Select as applicable 2 Set forth, to at least 9 decimals, as . As a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. MATERION CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Amount of Commitment/Loans Assigned Commitment/ Percentage Assigned of all Lenders Loans Assigned Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: ________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 AMERICAN MEDICAL SYSTEMS, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 ANALOGIC CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGPNC BANK, acting through its Cayman Islands BranchNATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: Title: By: Title: [Consented to:]4 WORTHINGTON INDUSTRIES, INC. 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON to:]3 ZEBRA TECHNOLOGIES CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:]3 FISERV, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 STEPAN COMPANY By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:]3 WATSCO, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans6 Term Loan Facility $ $ % $ $ % $ $ % [7. Trade Date: __________________]7 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.] 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]8 Accepted: CREDIT SUISSE AG, acting through its Cayman Islands Branch, as Administrative Agent By: Title: By: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT:

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:]3 X.X. XXXXXX COMPANY By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 PERKINELMER, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 MATERION CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Revolving Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Revolving Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Revolving Loans2 $ $ % $ $ % 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.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: ByName: Title: [Consented to:]5 Xxxxxxx & Xxxxx, Incorporated By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT3 Set forth, to at least 9 decimals, as a percentage of the Competitive Loans of the Assignor. 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 NATIONAL GENERAL HOLDINGS CORP. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 [UGI ENERGY SERVICES, INC.] By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders $ $ $ Amount of Commitment/Commitment/ Loans Assigned $ $ $ Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ 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 terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: By Title: By: By Title: [Consented to:] 3 MAXIM INTEGRATED PRODUCTS, INC. By Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Commitment/ 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: By Title: By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Assignment and Assumption [Consented to:] AON to:]3 FIRST AMERICAN FINANCIAL CORPORATION By: By Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Assignment and Assumption ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 AMTRUST FINANCIAL SERVICES, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. 1 Select as applicable. Exhibit C - Form of Assignment and Acceptance Aggregate Amount of Commitment/Loans for all Lenders(3) Commitment/ Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % Advances for all Commitment/ Commitment/ Interest Assigned Lenders Advances Assigned Advances2 Advances $ $ % 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 terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AGSUISSE, acting through its Cayman Islands BranchTORONTO BRANCH, as Administrative Agent By: By Title: By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: Exhibit C - Form of Assignment and Acceptance ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Assigned Interest. 1 Select as applicable. Aggregate Amount of Revolving Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Revolving Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank and Swingline Lender By: Title: [Consented to:]3 MEDIVATION, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 AMERICAN CAPITAL ACQUISITION CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Percentage Assigned Aggregate Amount of Amount of of Commitment/Loans for all Lenders(3) Amount of Commitment/ Commitment/Loans Facility Assigned2 Lenders Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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.] 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 Accepted: CREDIT SUISSE AG2 Fill in the appropriate terminology for the types of facilities under the Term Loan Agreement that are being assigned under this Assignment (e.g., acting through its Cayman Islands Branch“Commitment”, as Administrative Agent By: Title: By: Title: “Loan”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT2

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 MASCO CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Class Assigned2 Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AG2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, acting through its Cayman Islands Branch“Multicurrency Commitment”, as Administrative Agent By: Title: By: Title: etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 701067097.3 11262547 2 [Consented to:] AON CORPORATION to and]4 Accepted: SUNTRUST BANK, as Administrative Agent By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTSUNTRUST BANK, as Issuing Bank By: Title: [Consented to:]5 PENNANTPARK INVESTMENT COMPANY By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 MEASUREMENT SPECIALTIES, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent By: Title: [Consented to:]3 FISERV, INC. By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Exhibit C - Form of Assignment and Acceptance Aggregate Amount of Commitment/Loans for all Lenders(3) Commitment/ Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % Advances for all Commitment/ Commitment/ Interest Assigned Lenders Advances Assigned Advances2 Advances $ $ % 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 terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: CREDIT SUISSE AGSUISSE, acting through its Cayman Islands BranchTORONTO BRANCH, as Administrative Agent By: By Title: By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: Exhibit C - Form of Assignment and Acceptance ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Accepted: CREDIT SUISSE AGPNC BANK, acting through its Cayman Islands BranchNATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: Title: [Consented to:]4 WORTHINGTON INDUSTRIES, INC. By: Title: 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 JDS UNIPHASE CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number $ $ % $ $ % Loans2 DIP Loan 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 terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: CREDIT SUISSE AG, acting through its Cayman Islands BranchWILMINGTON TRUST COMPANY, as Administrative Agent By: Title: ByName: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION ACCEPTANCE AGREEMENT

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders(3) Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans(14) CUSIP Number 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 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 Accepted: CREDIT SUISSE AGJPMORGAN CHASE BANK, acting through its Cayman Islands BranchN.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 STEPAN COMPANY By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] AON CORPORATION By: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 AON CORPORATION $ CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENTASSUMPTION