Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and]3 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Administrative Agent 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. By Title: [Consented to: [THE XXXXXX COMPANIES, INC., as Borrower By Title:]]4 4 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Facility Assigned5 1 Select as applicable. Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and/or their Related Parties and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A. N.A., as Administrative Agent By [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 to:]3 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lenders is required by the terms of the Credit Agreement.. [OTHER ISSUING BANKS AND SWINGLINE LENDERS] [Consented to:]4 FISERV, INC. By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned (e.g. “U.S. Tranche A Revolving Commitment,” “U.S. Tranche B Revolving Commitment,” “Canadian Revolving Commitment,” “U.S. Term Loans,” or “Canadian Term Loans”) Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and] Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. N.A., as L/C IssuerAdministrative Agent] By Title: [BORROWERConsented to:] [JPMORGAN CHASE BANK, N.A., as Fronting Bank] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]13 Assignee[s]14 Facility Assigned5 Assigned15 Aggregate Amount of Commitment/ Loans for all Lenders* Lenders16 Amount of Commitment/Commitment/ Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Loans17 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A.13 List each Assignor, as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANKappropriate. 14 List each Assignee, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 appropriate. 15 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Set forth, ). 16 Amounts in this column and in the column immediately to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 17 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. [7. Trade Date: ]18 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 18 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 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]19 Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: [Consented to:]20 By: Name: Title: 19 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Borrowers and/or other parties (e.g., L/C Issuer) is required by the terms of the Credit Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 Revolving Commitment $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and the Assignee intend that the minimum assignment amount is to be determined Swingline Lender By: Name: Title: [Consented to:]3 CRICUT, INC., a Delaware corporation, as of the Trade Date. 8 Borrower Representative By: Name: Title: 3 To be added only if the consent of the Administrative Agent Borrower Representative is required by the terms of the Credit Agreement.Agreement ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Commitment Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 $ $ % $ $ % $ $ Commitment/Loans1 [Tranche 1][Tranche 2] Revolving Commitment [US$][C$][€] [US$][C$][€] % [7. Trade Date: US$]7 [C$][€] [US$][C$][€] % [US$][C$][€] [US$][C$][€] % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount ASSIGNEE NAME OF ASSIGNEE By: Title: [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]2 Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is By Title: [Consented to:]3 DOMTAR CORPORATION4, as [Parent] Borrower By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 2 Not required by the terms of the Credit Agreementfor an assignment to a Lender or a Lender Affiliate.

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Loans16 CUSIP Number [Term Loan] [Revolving Loan] $ $ % $ $ % $ $ % [716 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.] 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]8 and Accepted: BANK OF AMERICA[LULU’S FASHION LOUNGE, N.A. LLC, as Borrower]17 By: Name: Title: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as Insert each L/C Issuer] By , as a L/C Issuer]18 By: Name: Title: [BORROWER] By Title: 5 Fill in the appropriate terminology for the types 17 Insert only if (i) assignment is to any Person other than (x) any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (y) any Affiliate or Approved Fund of facilities any existing Lender (other than a Non-Funding Lender or Impacted Lender) and (ii) no Event of Default under Section 7.01(a), (f) or (g) of the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date is continuing and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent Borrower is required by the terms pursuant to 9.9(b) of the Credit Agreement.. Consent of the Borrower shall not be unreasonably withheld, conditioned or delayed and shall be deemed to have been given if the Borrower has not responded within ten Business Days after delivery of the notice of assignment. 18 Insert only if assignment is of a Revolving Loan Commitment or Revolving Loan being made to an Eligible Assignee and each L/C Issuer’s consent is required pursuant to Section 9.9(b) of the Credit Agreement. ANNEX 1 to Assignment and Assumption CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Amount of Commitments / Loans Assigned Percentage Assigned of Aggregate Amount of Commitment/ Commitments / Loans for of all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 $ Lenders1 Multicurrency Tranche Commitments / Loans: $ % $ US Tranche Commitments / Loans: $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The terms set forth Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAwho may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAincluding Federal, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 state and foreign securities laws. __________ 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Commitments / Loans of all Lenders thereunderof the applicable Class. * Amount The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR], as Assignor, by Name: Title: [NAME OF ASSIGNEE], as Assignee, by Name: Title: [Consented to be adjusted and]2 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and Swingline Lender], by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Issuing Bank, by Name: Title: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Issuing Bank, by Name: Title: __________ 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of applicable parties to the extent consents are required under the Credit Agreement.. BARCLAYS BANK PLC, as Swingline Lender, by Name: Title: BANK OF AMERICA, N.A., as Swingline Lender, by Name: Title: CITIBANK, N.A., as Swingline Lender, by Name: Title: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender, by Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender, by Name: Title: XXXXXXX COMPANY, by Name: Title: ANNEX 1 CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE1

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 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 Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 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. 8 To be added only if the consent of inserted by the Administrative Agent is required by and which shall be the terms effective date of recordation of transfer in the Register therefor. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 [COLONY CAPITAL OPERATING COMPANY, LLC] By Title: 5 Consent of the Credit AgreementBorrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and is continuing.

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Commitment,” “Term A-1 Loan Tranche A Commitment,” “Tranche B Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 JPMORGAN CHASE BANK, N.A., as Issuing Bank and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Swingline Lender By Title: [ ], as of the Trade Date. 8 Issuing Bank By Title: WESTLAKE CHEMICAL CORPORATION By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Company and/or other parties (e.g. Swingline Lender, Issuing Banks) is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Lenders3 Amount of Commitment/Percentage Commitment/ Loans Assigned* Assigned3 Percentage Assigned of Commitment/ Loans6 Loans4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY 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] [and is an Affiliate/Approved Fund of [identify Lender]5] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAand] Accepted:6 THE CIT GROUP/BUSINESS CREDIT, N.A. INC., as Administrative Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term A-1 Loan Commitment,” etc.”) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 4 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCommitment/Loans of all Lenders thereunder. 8 5 Select as applicable. 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [Consented to:]7 BORROWERS: BROADVIEW NETWORKS HOLDINGS, INC. By: Name: Title: BROADVIEW NETWORKS, INC. By: Name: Title: BROADVIEW NETWORKS OF MASSACHUSETTS, INC. By: Name: Title: BROADVIEW NETWORKS OF VIRGINIA, INC. By: Name: Title: BRIDGECOM INTERNATIONAL, INC. By: Name: Title: 7 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Advances for all Banks Amount of Commitment/Advances Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Advances Assigned2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Guarantor and their affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders Banks thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted:]3 X.X. XXXXXX EUROPE LIMITED, as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is By Title: [Consented to:]4 XXXXXX HEALTHCARE SA, as Borrower By Title: XXXXXX WORLD TRADE SPRL, as Borrower By Title: 3 If required by the terms of the Credit Agreement.. 4 If required by the terms of the Credit Agreement and so long as no Event of Default has occurred and is continuing. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: EXHIBIT E, Form of Assignment and Assumption ‑ Page 2 ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [EXHIBIT E, Form of Assignment and Assumption ‑ Page 3 Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Administrative Agent By: Name: Title: [BORROWER] By Consented to: BLOCK FINANCIAL LLC as Borrower By: Name: Title: 5 Fill in the appropriate terminology for the types EXHIBIT E, Form of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Set forth, and Assumption ‑ Page 4 ANNEX 1 [to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date Assignment and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Assumption] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. ______________________ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 one]3 Accepted: THE BANK OF AMERICANOVA SCOTIA, N.A. as Administrative Agent By By: Name: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By to:]4 KIMCO REALTY CORPORATION By: Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 ______________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ______________________ To be added only if the consent of Kimco is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 4 Facility Assigned5 Assigned Aggregate Amount of Commitment/ Commitments/Loans for of the applicable Class of all Lenders* Lenders Amount of Commitmentthe Commitments/Loans Assigned* of the applicable Class Assigned Percentage Assigned of Commitment/ Loans6 Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders5 Initial Revolving Commitments / Loans $ $ % Initial Term Loans $ $ % [ ]6 $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms Assignee, if not already a Lender, agrees to deliver to the Administrative Agent any tax forms required by Section 4.08(i), (j), (k) or (l) of the Credit Agreement and to designate one or more credit contacts to whom all syndicate-level information will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and State securities laws. 4 Must comply with the minimum assignment amounts 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 Fill in the appropriate terminology for the types Section 10.04(b)(ii)(A) of facilities under the Credit Agreement that Agreement, to the extent such minimum assignment amounts are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 applicable. 5 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Revolving Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Term Lenders of the Trade Dateapplicable Class. 8 To be added only if 6 In the event (a) Other Term Loans of any Class are established under Section 2.12 of the Credit Agreement or (b) Refinancing Loans of any Class are established under Section 2.17 of the Credit Agreement, refer to the Class of such Loans assigned. The terms set forth above are hereby agreed to: [Consented to and]7 Accepted: , as Assignor, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, by by Name: Name: Title: Title: , as Assignee, Consented to: by [SEADRILL OPERATING LP, Name: Title: by Name: Title:] [SEADRILL CAPRICORN HOLDINGS LLC, by Name: Title:] [SEADRILL PARTNERS XXXXX LLC, by Name: Title:]8 7 No consent of the Administrative Agent is required by the terms for an assignment to a Lender or an Affiliate of a Lender. 8 No consent of the Credit Agreement.Borrowers is required for an assignment to a Lender or an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, for any other assignment. No consent of Seadrill Capricorn Holdings LLC is required for an assignment of Term Loans or Term Commitments. ANNEX 1 TO [FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned1 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFORTRANSFER.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Companies and their Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Assignment. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and3 Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as of the Trade Date. 8 Administrative Agent, By: Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [Consented to:]4 PMC COMMERCIAL TRUST By: Name: Title: FIRST WESTERN SBLC, INC. By: Name: Title: WESTERN FINANCIAL CAPITAL CORPORATION By: Name: Title: PMC INVESTMENT CORPORATION By: Name: Title: 4 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT OR FILO AGENT, AS APPLICABLE, AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the [Administrative] [and FILO] Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: [JPMORGAN CHASE BANK, N.A., as ] [Administrative Agent, Issuing Bank and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Swingline Lender] By Title: [SIXTH STREET SPECIALTY LENDING, INC., as of the Trade Date. 8 ] [FILO Agent] By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assignor Assignee Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent By Name: Title: Consented to: JPMORGAN CHASE BANK, N.A., as Swingline Lender By Name: Title: [ROBINHOOD SECURITIES, LLC]3 By Name: Title: 3 Not required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if any Event of Default under Section 6.01(a) or (f) with respect to the Borrower has occurred and is required by the terms of the Credit Agreement.continuing, any other assignee. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Revolving Commitment/Loans for all Lenders* Lenders Amount of Revolving Commitment/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Revolving Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount ACTIVE/94653893.4 Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By Title: [OTHER ISSUING BANKS]5 [Consented to:]6 TPI COMPOSITES, INC. 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. 8 By Title: 4 To be added only if the consent of the Administrative Agent Issuing Banks and/or the Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Loans/ Obligations for all Lenders Amount of Commitment/Loans/ Obligations Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans/ Obligations2 Dollar Working Capital Facility Commitment $ $ % Multicurrency Working Capital Facility Commitment $ $ % Acquisition Facility Commitment $ $ % [71 Select as applicable. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount The Assignee agrees to be adjusted by the counterparties deliver to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal, state, provincial and territorial securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [JPMORGAN CHASE BANK, N.A., as a Dollar Working Capital Facility Issuing Lender, and a Dollar Swing Line Lender By: Name: Title: [ ], as [a Dollar Working Capital Facility Issuing Lender] [a Dollar Swing Line Lender], By: Name: Title: By: Name: Title:]3 3 Include for Assignments of [Dollar Working Capital Facility Commitment] [Dollar Swing Line Facility Commitment]. [JPMORGAN CHASE BANK, N.A., as a Multicurrency Working Capital Facility Issuing Lender, and a Multicurrency Swing Line Lender] By: Name: Title: [ ], as a [Multicurrency Working Capital Facility Issuing Lender] [a Multicurrency Swing Line Lender], By: Name: Title: By: Name: Title:]4 4 Include for Assignments of Multicurrency Working Capital Facility Commitment. [JPMORGAN CHASE BANK, N.A., as an Acquisition Facility Issuing Lender By: Name: Title: [ ], as an Acquisition Facility Issuing Lender, By: Name: Title: By: Name: Title:]5 [Consented to: XXXXXXX OPERATING RESOURCES LLC, as Borrower By: Name: Title:]6 5 Include for Assignments of Acquisition Facility Commitment. 6 Include if required by the terms Section 11.7(c) of the Credit Agreement.. ANNEX 1 Amended and Restated Credit Agreement, dated as of December 9, 2014 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Xxxxxxx Operating Resources LLC (the “U.S. Borrower”), Kildair Service Ltd. (“Kildair”), Xxxxxxx Resources ULC (“AcquireCo” and, together with Kildair, the “Initial Canadian Borrowers”), the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assigned Interest. Facility Assigned5 Assigned3 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________ ___, 20 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT UPON ENTRY OF THIS EXECUTED ASSIGNMENT INTO THE REGISTER AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Wireline Companies and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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 Loan,” “Term Loan”, etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders under the applicable Facility. 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]8 and]5 Accepted: BANK OF AMERICACITIBANK, N.A. N.A., as Administrative Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [Consented to:]6 WINDSTREAM SERVICES, LLC By Title: 6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. [Consented to:]7 CITIBANK, N.A., as Issuing Bank By Title:

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Revolving Loans Assigned* for all Lenders Amount of Commitment/Revolving Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Revolving Loans3 $ $ % $ $ % $ $ % [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.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 [ISSUING BANK] By: Name: Title: [Consented to:]6 JPMORGAN CHASE BANK, N.A., as Swingline Lender By: Name: Title: [Consented to:]7 MARATHON PETROLEUM CORPORATION By: Name: Title: 5 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement (in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower,[, the Loan Parties] and [its] [their] related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Title 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderthereunder ASSIGNEE [NAME OF ASSIGNEE] By: Title Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank By Title BANK OF AMERICA, N.A., as an Issuing Bank By Title [OTHERS ISSUING BANKS], as an Issuing Bank By Title [Consented to:]3 MYR GROUP INC. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 By Title 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. [__________________]4 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Term Loans Assigned* for all Lenders Amount of Commitment/Term Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Term Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Tranche A Commitment,” “Tranche B Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to and Accepted:4 JPMORGAN CHASE BANK, N.A., as Administrative Agent, By: Name: Title: [FORTUNE BRANDS HOME & SECURITY, INC.,] By: Name: Title: 4 Consents to be adjusted by included to the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Lenders Amount of Commitment/Loans Assigned* Assigned2 Percentage Assigned of Commitment/ Loans6 $ $ % $ $ % $ $ Loans [$] [$] % [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.] The Assignee, if it is not a Lender, agrees to deliver to the Administrative Agent (i) a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and (ii) all documentation and other information reasonably determined by the Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. By its acceptance of this Assignment and Assumption and in consideration of the benefits being provided under the Dart Security Agreement, the Dart IP Security Agreement and the Intercreditor Agreement, the Assignee hereby expressly agrees to be bound by the terms of the Intercreditor Agreement. The foregoing agreement shall inure to the benefit of all “Secured Parties” as defined in the Intercreditor Agreement. 2 Except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or a Specified Permitted Assignee or an assignment of the entire remaining amount of the assigning Lender’s Loans, not to be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent. 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]8 and]3 Accepted: BANK OF AMERICAALTER DOMUS (US) LLC, N.A. as Administrative Agent By By: Name: Title: [Consented to:]9 to:]4 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender__________________________________] By By: Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Tranche A Commitment,” “Tranche B Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to and Accepted: 4 JPMORGAN CHASE BANK, N.A., as Administrative Agent, By: Name: Title: [FORTUNE BRANDS HOME & SECURITY, INC.,] By: Name: Title: [ISSUING BANKS] By: Name: Title: [SWINGLINE LENDER] By: Name: Title: 4 Consents to be adjusted by included to the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 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 Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 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. 8 To be added only if the consent of inserted by the Administrative Agent is required by and which shall be the terms effective date of recordation of transfer in the Register therefor. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 [CREDIT RE OPERATING COMPANY, LLC] By Title: 5 Consent of the Parent Borrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and is continuing. ANNEX 1 Credit Agreement., dated as of [ ], 2018 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Credit RE Operating Company, LLC (the “ Parent Borrower”), the Subsidiary Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Lenders Amount of Commitment/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT OR FILO AGENT, AS APPLICABLE, AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the [Administrative] [and FILO] Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: [JPMORGAN CHASE BANK, N.A., as ] [Administrative Agent, Issuing Bank and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Swingline Lender] By Title: [SIXTH STREET SPECIALTY LENDING, INC., as of the Trade Date. 8 ] [FILO Agent] By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans1 Revolving Facility $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA], N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount By: Name: Title: Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 Accepted: JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK By: Name: Title: [ ], AS ISSUING BANK, By: Name: Title: [Consented to: PINTEREST, INC., By: Name: Title:]2 2 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. Annex I Exhibit A PINTEREST, INC. CREDIT AGREEMENT Standard Terms and Conditions for Assignment and Assumption

Assigned Interest. Facility Assigned5 Assigned3 Aggregate Amount of Commitment/ Loans for of the applicable Class of all Lenders* Lenders4 Amount of Commitment/Loans Assigned* of the applicable Class Assigned Percentage Assigned of Commitment/ Loans6 Aggregate Amount of Loans of the applicable Class of all Lenders5 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAwho may receive such information in accordance with the Assignee’s compliance procedures and applicable law, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAincluding Federal, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 State and foreign securities laws. 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. “Revolving Commitment,” Tranche B Term Loans”, “Incremental Term A-1 Loan Commitment,” Loans”, “Extended Term Loans”, etc.) 6 Set forth, ). Amounts in this column and in the column immediately to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that 4 Must comply with the minimum assignment amount is amounts set forth in Section 9.04(b)(iii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 5 Set forth, to at least 9 decimals, as a percentage of the aggregate Loans of all Lenders under the Credit Agreement. The terms set forth above are hereby agreed to: Consented to and Accepted: , as Assignor XXXXXXX XXXXX BANK USA, as Administrative Agent7 By: By: Name: Name: Title: Title: , as Assignee6 Consented to: By: ASCENA RETAIL GROUP, INC., as the Name: Parent Borrower Title: By: Name: Title:8 ANNTAYLOR RETAIL, INC., as the Subsidiary Borrower By: Name: Title: 6 The Assignee must deliver to the Borrowers all applicable Tax forms required to be determined as delivered by it under Section 2.15(e) of the Trade DateCredit Agreement. 8 To be added only if the 7 No consent of the Administrative Agent is shall be required by the terms for an assignment of the Credit Agreementany Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

Assigned Interest. Facility Assigned5 1 Select as applicable. Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Commitment/Loans Percentage Assigned of Commitment/ Loans6 for all Lenders Assigned Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: ______________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 Administrative Agent By Title: Consented to: [XXXX XXXXX XXXXXX CORPORATION, as Parent Borrower By Title:]3 [NAME OF ISSUING BANK], as Issuing Bank By Title: 3 To be added only if the consent of the Administrative Agent Parent Borrower is required by the terms Section 10.04(b)(i)(A) of the Credit Agreement.. ANNEX 1 CREDIT AGREEMENT DATED AS OF MARCH 10, 2011 AMONG XXXX XXXXX LAUREN CORPORATION, ACQUI POLO C.V., XXXX XXXXX XXXXXX KABUSHIKI KAISHA AND XXXX XXXXX LAUREN ASIA PACIFIC LIMITED, THE LENDERS PARTIES THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Banks Amount of Commitment/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans8 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Paying Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderBanks. * Amount Consented to be adjusted by and Accepted: JPMORGAN CHASE BANK, N.A., as Paying Agent By Title: [Consented to: SOUTHWEST AIRLINES CO. By Title:]9 [Consented to: [ ], as Issuing Bank By Title:]10 9 Include if applicable 10 Include if applicable ANNEX 1 $1,000,000,000 Revolving Credit Facility Agreement dated as of August 3, 2016 among Southwest Airlines Co., the counterparties to take into account any payments or prepayments made between the Trade Date Banks party thereto, JPMorgan Chase Bank, N.A., as Paying Agent, and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.other agents parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. 102 Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Principal Amount Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of Commitment/ Loans6 Facility/Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ $ % Revolving Loans: $ $ % Competitive Loans: $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] If the Assignee is not already a Lender under the Credit Agreement, the Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: By: Name: Name: Title: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent2 By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 to:]3 2 To be added only if the consent of the Administrative Agent is required by the terms Section 10.04(b) of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Commitment/Loans for all LendersLender* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 $ $ % $ $ % Commitment/Loans [9 decimals] $ $ % [7. Trade Date: ______________________]7 1 Effective Date: __________________, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [Signature Page Follows] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 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]8 and Accepted: BANK OF AMERICAPNC Bank, N.A. National Association, as Administrative Agent By Name: Title: [Consented to:]9 [BANK OF AMERICAto:]2 PNC Bank, N.A.National Association, as L/C Issuer][and Issuing Lender and Swing Line Lender] Lender By Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] Consented to:]3 Ferroglobe PLC By Name: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the 2 If consent of the Administrative Agent is required by the terms pursuant to Section 11.8.2 of the Credit Agreement.. 3 If consent is required pursuant to Section 11.8.2 of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Class of Commitment/Loans Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders of applicable Class Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loan of applicable Class $ $ % $ $ % $ $ % [7. Trade Assignment Date: ]7 Effective _____________ ___, 20___ (the “Assignment Date: , 20 ”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Term Facility Borrower, their respective subsidiaries and their respective Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer][and Swing Line Lender] By Admistrative Agent By: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Consented to: PERRIGO FINANCE UNLIMITED COMPANY By: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder1 If required. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Agent, By Name: Title: Consented to: [NAME OF RELEVANT PARTY] By— Title:ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned1 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “"Revolving Commitment,” “" "Tranche A Term A-1 Loan Commitment,” etc.) 6 " "Tranche B Term Commitment"). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateand]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: [Consented to:]4 WORLD WRESTLING ENTERTAINMENT, INC. 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. 8 By Name: Title: [NAME OF ANY OTHER RELEVANT PARTY] By Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. ​ Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 ​ $ $ % ​ $ $ % ​ $ $ % [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.] ​ PLEASE ENSURE THAT THE AMOUNT TRANSFERRED BY ONE LENDER TO ANOTHER LENDER IN RELATION TO A LOAN/COMMITMENT TO ANY BORROWER IS AT LEAST EUR 5,000,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) OR SUCH OTHER AMOUNT SPECIFIED FOR THIS PURPOSE UNDER OR FOR THE PURPOSES OF THE DUTCH FINANCIAL SUPERVISION ACT (WET OP HET FINANCIEEL TOEZICHT) INCLUDING ANY REGULATIONS ISSUED PURSUANT THERETO. OTHERWISE, INSERT A CONFIRMATION BY THE NEW LENDER WHO LENDS TO THE RELEVANT BORROWER THAT THE NEW LENDER IS A PROFESSIONAL MARKET PARTY WITHIN THE MEANING OF THE FINANCIAL SUPERVISION ACT (WET OP HET FINANCIEEL TOEZICHT) INCLUDING ANY REGULATIONS ISSUED PURSUANT THERETO. ​ The terms set forth Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAthe Subsidiaries and Affiliates of the Borrower, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAor their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 including Federal and state securities laws. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan CommitmentRevolving Credit,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount ​ ​ 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 be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]4 Accepted: ​ HSBC BANK USA, NATIONAL ASSOCIATION, as of the Trade Date. 8 Administrative Agent ​ ​ By_________________________________ Title: ​ ​ [Consented to:]5 ​ [NAME OF RELEVANT PARTY] ​ ​ By________________________________ Title: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Total Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]3 CENTURYLINK, INC. 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. 8 By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. ANNEX 1 Amended and Restated Credit Agreement, dated as of April 6, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC., a Louisiana corporation (the “Borrower”), the Lenders party thereto, the Syndication Agent and Co-Documentation Agents named therein and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned3 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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,” “Tranche A Term A-1 Loan Commitment,” etc.) 6 “Tranche B Term Commitment”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties and Accepted: JPMorgan Chase Bank, N.A., as Agent and an LC Issuer By: Title: Bank of America, N.A., as an LC Issuer By: Title: [NOTE: PLUG IN ACTUAL NAME OF ENTITY6 By: Title:] 6 Pursuant to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as § 12.3(b) of the Trade Date. 8 To be added only if Credit Agreement, the consent of the Administrative Agent Borrower Representative is required by prior to an assignment becoming effective unless the terms Assignee is a Lender, an Affiliate of a Lender or an Approved Fund, provided that, the consent of the Credit Agreement.Borrower Representative is not required if a Default has occurred and is continuing. ANNEX 1

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 ​ $ $ % ​ $ $ % ​ $ $ % [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.] The terms set forth Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and Assumption are hereby agreed to: ASSIGNOR their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. [NAME OF ASSIGNORSignatures to follow] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.Loans”) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount 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 be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]4 Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 Administrative Agent ​ By:​ ​​ ​​ ​​ ​​ ​​ ​ Name: Title: ​ [Consented to:]5 [NAME OF RELEVANT PARTY] ​ By:​ ​​ ​​ ​​ ​​ ​​ ​ Name: Title: ​ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned3 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans4 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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,” or “Term A-1 Loan Commitment,” etc.) 6 ”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]6 XXX.XXX GROUP, INC. By Title: JPMORGAN CHASE BANK, N.A., as Issuing Lender and the Effective Date. 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. 8 Swingline Lender By Title: 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 $ $ Commitment/Loans3 Tranche A Commitment [$] [$] % $ $ Tranche B Commitment [$] [$] % $ $ Revolving Commitment [$] [$] % [71 Select as applicable. Trade Date: ]7 2 Revolving Credit (includes participations in Letters of Credit) / Competitive 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 Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and] 4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Issuing Lender By Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender By Name: Title: ROYAL BANK OF AMERICACANADA, N.A. as Agent Issuing Lender By Name: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] to:] 5 KIMCO REALTY CORPORATION By Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 [Describe Facility] $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. NATIONAL ASSOCIATION, as L/C Issuer] By Administrative Agent [and as an Issuing Bank]3 By: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent Issuing Banks is required by the terms of the Credit Agreement. [Consented to:]4 [ ], as an Issuing Bank By: Title: [Consented to:]5 YRC WORLDWIDE INC. By: Title: 4 To be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. either “Revolving Commitment,” or “Term A-1 Loan Commitment,” etc.) 6 Revolving Loans”. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to:4 COMCAST CORPORATION, as Borrower By Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Lender By Title: JPMORGAN CHASE BANK, N.A., as an Issuing Lender By Title: 4 Borrower consent is required for assignments to take into account any payments or prepayments made between the Trade Date and the Effective Datenon-Lenders. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined ANNEX 1 TO ASSIGNMENT AND ASSUMPTION Credit Agreement dated as of June 6, 2012 (as amended, supplemented or otherwise modified from time to time, the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the “Credit Agreement.”) among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Comcast Cable Communications, LLC, a Delaware limited liability company (as “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Credit Commitment,” “Term A-1 Loan Commitment,” etc.”) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Lender and the Effective Date. 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. 8 Issuer By Title: [Consented to:]5 XXXXXXX, INCORPORATED By Title: 4 To be added only if the consent of the Administrative Agent Agent, Swing Lender or Issuer is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Advances for all Lenders Amount of Commitment/Advances Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Advances3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Assignment Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE ASSIGNMENT DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including U.S. Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 N.A., 2 Fill in the appropriate terminology for the types Class of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Tranche 1 Commitment,” ”, “Term A-1 Loan Tranche 2 Commitment,” ”, “Tranche 1 Advance”, “Tranche 2 Advance”, etc.) 6 ). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. as Administrative Agent By: Name: Title: [Consented to:]5 XXXXX’X CORPORATION By: Name: Title: 5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Issuing Bank and Swingline Lender By: Title: [__________], as an Issuing Bank By: Title: [Consented to:]3 WINNEBAGO INDUSTRIES, INC. 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. 8 By: Title: 1 To be added only if the consent of the Administrative Agent Borrower Representative is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans29 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the U.S. Parent, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 29 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date Exhibit A Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Swingline Lender By: Title: Consented to: IPSCO TUBULARS INC., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Borrower Representative By Title: Exhibit A ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 CUSIP Number $ $ ____________% $ $ ____________% $ $ ____________% [7. Trade Date: ]7 Date:_________]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: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 To be added only if the consent of the Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent is required by the terms of the Credit AgreementBy: Xxxxxxxx Carry Vice President BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender By: Xxxxx X. Xxxxxxx Managing Director [Consented to:]4 ESSEX PORTFOLIO, L.P., a California limited partnership By: ESSEX PROPERTY TRUST, INC., a Maryland corporation its General Partner By Name: Title:

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 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 Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 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. 8 To be added only if the consent of inserted by the Administrative Agent is required by and which shall be the terms effective date of recordation of transfer in the Register therefor. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 [COLONY CAPITAL OPERATING COMPANY, LLC] By Title: 5 Consent of the Borrower is not required (i) for an assignment to a Lender, an affiliate of a Lender or an Approved Fund (as defined below) or (ii) if an Event of Default under Section 8(a) or (f) has occurred and is continuing. ANNEX 1 Amended and Restated Credit Agreement., dated as of March 31, 2016 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Colony Capital Operating Company, LLC (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. a. Facility Assigned5 Aggregate Assigned: Revolving Commitments b. Revolving Commitment of Assignor Prior to Assignment: $ c. Amount of Commitment/ Loans for all Lenders* Amount Assigned Revolving Commitment: $ d. Revolving Commitment of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 Assignor After Assignment: $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [EXHIBIT A Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer][and Swing Line Lender] By Administrative Agent By: Name: Title: [JPMORGAN CHASE BANKConsented to: ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, N.A. INC., as L/C Issuer] By Borrower Representative By: Name: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.EXHIBIT A ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 2 Facility Assigned5 Assigned Aggregate Amount of Commitment/ Commitments/Loans for of the applicable Class of all Lenders* Lenders Amount of Commitmentthe Commitments/Loans Assigned* of the applicable Class Assigned Percentage Assigned of Commitment/ Loans6 Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders3 Term Loans $ $ % [ ]4 $ $ % $ $ % [7. Trade Date: ]7 Effective Date: ___________, 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms Assignee, if not already a Lender, agrees to deliver to the Administrative Agent any tax forms required by Section 4.07(g) of the Credit Agreement and to designate one or more credit contacts to whom all syndicate-level information (which may contain Parent Restricted Information) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and State securities laws. 2 Must comply with the minimum assignment amounts 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 Fill in the appropriate terminology for the types Section 10.04(b)(ii)(A) of facilities under the Credit Agreement that Agreement, to the extent such minimum assignment amounts are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 applicable. 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Term Lenders thereunderor Incremental Lenders of any Class, as applicable. * Amount to be adjusted by 4 In the counterparties to take into account event Other Term Loans of any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Class are established under Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. 8 To be added only if the The terms set forth above are hereby agreed to: [Consented to and5 Accepted: ___________________________, as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: Title:] ___________________________, as Assignee, by Name: Title: 5 No consent of the Administrative Agent is required by the terms for an assignment to a Lender or an Affiliate of the Credit Agreement.a Lender. ANNEX 1 TO [FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Loans/ Obligations for all Lenders Amount of Commitment/Loans/ Obligations Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans/ Obligations2 Dollar Working Capital Facility Commitment $ $ % Multicurrency Working Capital Facility Commitment $ $ % Acquisition Facility Commitment $ $ % [7. Trade Date: ]7 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]8 Accepted: BANK OF AMERICA, N.A. 1 Select as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount The Assignee agrees to be adjusted by the counterparties deliver to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal, state, provincial and territorial securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Consented to: [JPMORGAN CHASE BANK, N.A., as a Dollar Working Capital Facility Issuing Lender, and a Dollar Swing Line Lender By: Name: Title: [ ], as [a Dollar Working Capital Facility Issuing Lender] [a Dollar Swing Line Lender], By: Name: Title: By: Name: Title:]3 3 Include for Assignments of [Dollar Working Capital Facility Commitment] [Dollar Swing Line Facility Commitment]. [JPMORGAN CHASE BANK, N.A., as a Multicurrency Working Capital Facility Issuing Lender, and a Multicurrency Swing Line Lender] By: Name: Title: [ ], as a [Multicurrency Working Capital Facility Issuing Lender] [a Multicurrency Swing Line Lender], By: Name: Title: By: Name: Title:]4 4 Include for Assignments of Multicurrency Working Capital Facility Commitment. [JPMORGAN CHASE BANK, N.A., as an Acquisition Facility Issuing Lender By: Name: Title: [ ], as an Acquisition Facility Issuing Lender, By: Name: Title: By: Name: Title:]5 [Consented to: XXXXXXX OPERATING RESOURCES LLC, as Borrower By: Name: Title:]6 5 Include for Assignments of Acquisition Facility Commitment. 6 Include if required by the terms Section 11.7(c) of the Credit Agreement.. ANNEX 1 Amended and Restated Credit Agreement, dated as of December 9, 2014 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among Xxxxxxx Operating Resources LLC (the “U.S. Borrower”), Kildair Service Ltd. (“Kildair”), Xxxxxxx Resources ULC (“AcquireCo” and, together with Kildair, the “Initial Canadian Borrowers”), the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Loans3 $ $ % $ $ % $ $ % [72 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Dian Lenders thereunder. Trade Date: ]7 Assignment and Assumption 2 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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]8 and]4 Accepted: BANK [NAME OF AMERICAADMINISTRATIVE AGENT], N.A. as Administrative Agent By By: Title: [Consented to:]9 to:]5 [BANK NAME OF AMERICA, N.A., as L/C Issuer][and Swing Line LenderRELEVANT PARTY] By By: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 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 Borrower Representative is required by the terms of the Credit Agreement. Assignment and Assumption 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 1 Select as applicable. Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their respective Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: GXXXXXX SXXXX BANK USA, as Administrative Agent By: Title: [Consented to:]3 REGENERON PHARMACEUTICALS, INC. 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. 8 By: Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.Agreement and/or the Syndication and Fee Letter. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and/or their Related Parties and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A. N.A., as Administrative Agent By [and Issuing Bank and Swingline Lender] By: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 to:]3 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent Issuing Banks and Swingline Lenders is required by the terms of the Credit Agreement.. [OTHER ISSUING BANKS] [Consented to:]4 MODINE MANUFACTURING COMPANY By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment Agreement (e.g. e.g., “Revolving Commitment,” ”, “Term A-1 Loan Commitment,” ”, etc.) 6 ). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and Issuing Bank] By: Title: [Consented to:]4 EAGLE PHARMACEUTICALS, INC. 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. 8 By: Title: 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Class of Assigned Commitments Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans1 [Original][2020 Incremental] Commitments $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], By: Name: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By TitleN.A., AS THE ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK By: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 Name: Title: [ ], AS ISSUING BANK, By: Name: Title: [Consented to: DOORDASH, INC., By: Name: Title:]2 2 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. Annex I Exhibit A DOORDASH, INC. CREDIT AGREEMENT Standard Terms and Conditions for Assignment and Assumption

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Credit Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Consented To: INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Title: IBM CREDIT LLC By: Name: Title: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is By: Name: Title: [Consents required by only to the terms extent expressly provided for in Section 11.8 of the Credit Agreement.] Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: ANNEX 1 364-Day Credit Agreement, dated as of July 2, 2020, among International Business Machines Corporation and its Subsidiary IBM Credit LLC, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Syndication Agents and the Documentation Agents named therein STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned1 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Commitment,” ”, “Incremental Term A-1 Loan Commitment,” Loan”, etc.) 6 ). 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: MIZUHO BANK, LTD., as of the Trade Date. 8 Administrative Agent By: Name: Title: [ ], as an Issuing Bank By: Name: Title:]5 [Consented to: [NAME OF RELEVANT PARTY] By: Name: Title:]6 5 To be added only if the consent of the Administrative Agent and the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 CUSIP Number $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, its respective Related Parties or its respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANKAdministrative Agent, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 an Issuing Bank and Swingline Lender 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateBy: Title: [Insert other Issuing Banks] [Consented to:]3 ILLUMINA, INC. 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. 8 By: Title: 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignors Assignee Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Lenders Amount of Commitment/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Loans CUSIP Number Term A Loans / Revolving Credit Loans and Commitments $ $ % Term A Loans / Revolving Credit Loans and Commitments $ $ % Term A Loans / Revolving Credit Loans and Commitments $ $ % [7. Trade Date: ]7 Effective Date: [●], 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2021 The Assignee agrees to deliver to the Pro Rata Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about each Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Master Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as the Term Loan A Agent and Revolver Administrative Agent pursuant to Section 2.21 of the Credit Agreement By: Name: Title: By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH By: Name: Title: [By: Name: Title: Consented to and]8 and Accepted: BANK OF AMERICACOÖPERATIEVE RABOBANK U.A., N.A. NEW YORK BRANCH, as Term Loan A Agent By and Revolver Administrative Agent By: Name: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By By: Name: Title: [JPMORGAN CHASE BANKConsented to: Borrowers HLF FINANCING SaRL, N.A. as L/C Issuer] By LLC By: Name: Title: [BORROWER] By HERBALIFE NUTRITION LTD. By: Name: Title: 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment HERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X. By: Name: Title: HERBALIFE INTERNATIONAL, INC. By: Name: Title: ANNEX 1 ANNEX 1 TO MASTER ASSIGNMENT CREDIT AGREEMENT DATED AS OF AUGUST 16, 2018 (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etcAS AMENDED BY THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF DECEMBER 12, 2019, AS FURTHER AMENDED BY THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF MARCH 19, 2020, AS FURTHER AMENDED BY THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF FEBRUARY 10, 2021, AS FURTHER AMENDED BY THE FOURTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JULY 30, 2021, AND AS FURTHER AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME) AMONG HLF FINANCING SaRL, LLC, HERBALIFE NUTRITION LTD.) 6 Set forth, to at least 9 decimalsHERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X., as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementHERBALIFE INTERNATIONAL, INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES THERETO AS LENDERS, JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN B LENDERS AND COLLATERAL AGENT, AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN A LENDERS, AN ISSUING BANK AND AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS STANDARD TERMS AND CONDITIONS FOR MASTER ASSIGNMENT

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ [Tranche 1][Tranche 2] Commitment/Loans for all Lenders* Lenders Amount of Commitment/[Tranche 1][Tranche 2] Commitment/ Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 [Tranche 1][Tranche 2] Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and/or its Related Parties and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to so at least 9 decimals, as a percentage of the [Tranche 1][Tranche 2] Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:]3 FISERV, INC. 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. 8 By: Title: 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Advances for all Banks Amount of Commitment/Advances Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Advances Assigned1 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as of the Trade Date. 8 Administrative Agent By Title: [Consented to:]3 BAXALTA INCORPORATED, as Borrower By Title: [Consented to:] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Issuing Bank By Title: 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Agreement 3 To be added only if the consent of the Borrower and/or other parties (e.g., Swingline Banks, Issuing Banks) is required by the terms of the Credit Agreement ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 (1) $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term A-1 Loan Commitment,” etc.) 6 “Tranche B Term Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateand]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 AV HOMES, INC. 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. 8 By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer][and Swing Line Lender] By Administrative Agent and an Issuing Bank and Swingline Lender By: Title: [JPMORGAN CHASE BANK, N.A. as L/C IssuerOTHER ISSUING BANKS] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 [Consented to:]3 SPROUTS FARMERS MARKETS HOLDINGS, LLC By: Title: 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 “Canadian Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: XXXX & BUSTER’S, INC. By Title: ANNEX 1 Credit Agreement, dated as of June 1, 2010, and as amended by the counterparties First Amendment, dated as of May 13, 2011 (as amended, supplemented or otherwise modified from time to take into account any payments or prepayments made between time (the Trade Date “Credit Agreement”), among Xxxx & Buster’s Holdings, Inc., Xxxx & Buster’s, Inc. (the “Borrower”), 6131646 Canada Inc. (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.other agents parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Commitments/Loans for of all Lenders* Lenders Amount of CommitmentCommitments/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 $ Aggregate Amount of Commitments/Loans of all Lenders2 $[·] $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: ________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal, state and foreign securities laws. 2 Set forth, to at least nine decimals. Form of Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By], as Assignor by Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By], as Assignee, by Name: Title: [Consented to and]8 Accepted: NAME OF ASSIGNEE], as Assignee, BANK OF AMERICA, N.A. as Agent By Administrative Agent, by Name: Title: Form of Assignment and Assumption [Consented to:]9 [BANK OF AMERICAto:]3 AMERISOURCEBERGEN CORPORATION, N.A., as L/C Issuer][and Swing Line Lender] By by Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent Company is required by the terms Section 11.04(b) of the Credit Agreement.. Form of Assignment and Assumption ANNEX 1 to Form of Assignment and Assumption US$1,000,000,000 AmerisourceBergen Corporation Term Loan Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Percentage Amount of Commitment/ Loans for all Lenders* Amount of Assigned of Facility Commitment/Loans Assigned* Percentage Commitment/Loans Commitment/ CUSIP Assignor[s]7 Assignee[s]8 Assigned9 for all Lenders10 Assigned of Commitment/ Loans6 Loans11 Number —— $ —— $ —— —— % —— $ —— $ % $ $ —— —— % [7. Trade Date: ]7 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.] 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 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. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and]13 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Administrative Agent By: Title: [JPMORGAN CHASE BANK, N.A. as L/C IssuerConsented to:]14 [COMPANY] By By: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Tranche A Commitment,” “Tranche B Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to and Accepted: 4 JPMORGAN CHASE BANK, N.A., as Administrative Agent, By: Name: Title: [FORTUNE BRANDS HOME & SECURITY, INC.,] By: Name: Title: [ISSUING BANKS] By: Name: Title: 4 Consents to be adjusted by included to the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Facility Assigned5 Assigned1 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* of all Lenders2 Amount of Commitment/Loans Assigned3 Percentage Assigned of Commitment/ Loans6 Aggregate Commitment/Loans of all Lenders4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 5 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving Commitment,Initial Term Loans”, “Incremental Term Loans” , “Extended Term A-1 Loan Commitment,” Loans”, etc.) 6 Set forth, ). Amounts in this column and in the column immediately to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 3 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than, $1,000,000. 4 Set forth, to at least 8 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. 8 To be added only if the The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNEE], as Assignee By: Name: Title: [Consented to and]6 Accepted: GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent By: Name: Title: 6 No consent of the Administrative Agent is shall be required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. [Consented to: TRANSFIRST HOLDINGS, INC.]7 By: Name: Title: 7 No consent of the Borrower shall be required for (i) an assignment of all or any portion of the Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment of any Term Loans unless it shall have objected thereto by written notice to the terms Administrative Agent within ten (10) Business Days after having received notice thereof, or (ii) if an Event of Default under Section 8.01(a) of the Credit Agreement.Agreement or, solely with respect to any of the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing. ANNEX I TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for Commitment/Loans Percentage Assigned of Commitment/ Loans6 Facility Assigned3 all Lenders Assigned Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _______ __, 20 _____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Tranche A Commitment,” “Tranche B Commitment,” etc.) 6 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]5 Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 Administrative Agent By: Name: Title: [Consented to:]6 [NAME OF RELEVANT PARTY] By: Name: Title: 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. N.A., as L/C Issuer] By TitleAdministrative Agent By: [BORROWER] By Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Fill Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the appropriate terminology for case of the types Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of facilities the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement that are being assigned under this Assignment has occurred and is continuing or (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.ii) 6 Set forththe Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, to at least 9 decimalsBBB; (b) in the case of Xxxxx’x, as a percentage at least Baa2; and (c) in the case of the Commitment/Loans of all Lenders thereunderFitch, at least BBB. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about HF Foods, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “"Revolving Commitment,” “" "Term A-1 Loan Commitment,” " etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: JPMORGAN CHASE BANK, N.A., as [Administrative Agent, Issuing Bank and the Effective Date. 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. 8 Swingline Lender] By: Name: Title: [Consented to:]5 [HF FOODS GROUP, INC.] By: Name: Title: 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ANNEX 1 ASSIGNMENT AND ASSUMPTION [__________________]1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Principal Amount Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of Commitment/ Loans6 Facility/Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ $ % Revolving Loans: $ $ % Competitive Loans: $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] If the Assignee is not already a Lender under the Credit Agreement, the Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and Accepted: BANK OF AMERICATHE XXXXXX-XXXX COMPANIES, N.A. as Agent By INC. By: Name: Title: [Consented to:]9 [BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. N.A., as L/C Issuer] By Administrative Agent Swingline Lender By: By: Name: Name: Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned1 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________ ___, 20 201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 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]8 and] 3 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A. N.A., as Administrative Agent By Title: [Consented to:]9 to:]4 MSC INDUSTRIAL DIRECT CO., INC. By Title: [BANK NAME OF AMERICA, N.A., as L/C Issuer][and Swing Line LenderRELEVANT PARTY] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Revolving Credit Commitment/Revolving Credit Loans for all Lenders* Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Revolving Credit Commitment/Revolving Credit Loans 2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Letter of Credit Issuer] By: Name: Title: [Consented to:]4 ITC MIDWEST LLC, as of the Trade Date. 8 Borrower By: Name: Title: 3 To be added only if the consent of the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned 2 Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 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 Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Loan Parties and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAtheir Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 Fill including Federal and state securities laws. 2 Except in the appropriate terminology for case of an assignment of the types entire remaining amount of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Assignor’s Commitment,” “Term A-1 Loan Commitment,” etc.) 6 , the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount 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 be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as of the Trade Date. 8 Administrative Agent By: Name: Title: By: Name: Title: [Consented to:]4 [STARDUST FINANCE HOLDINGS, INC.] By: Name: Title: 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX 1 JUNIOR LIEN TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 13, 2015 AMONG LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC. THE LENDERS PARTY THERETO, CREDIT SUISSE AG, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THEREUNDER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned5 Assigned10 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders11 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Loans12 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: ]7 Effective 13 Operative Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A.8 List each Assignor, as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANKappropriate. 9 List each Assignee, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 appropriate. 10 Fill in the appropriate terminology for the types (and, if necessary, Class) of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “e.g., Term A Dollar Loans, Term A Euro Loans, Term B Dollar Loans, Term B Euro Loans, U.S. Revolving Commitment,” “Credit Commitments, Japanese Revolving Credit Commitments, Swiss/Multicurrency Revolving Credit Commitments, Incremental Term A-1 Loan Commitment,” Loans, Incremental Revolving Credit Commitments, Other Term Loans, Other Revolving Credit Loans, a given Extension Series of Extended Term Loans, a given Extension Series of Extended Revolving Credit Commitments, etc.) 6 ). 11 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 Operative Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 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]14 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]15 [L/C Issuer] By: Name: Title: 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 15 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]16 [Swing Line Lender] By: Name: Title: [Consented to]:17 IQVIA INC. By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Facility Assigned Commitment/Loans Assigned* for Commitment/Loans Percentage Assigned of Commitment/ Loans6 Commitment all Lenders Assigned Commitment/Loans1 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [*] Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Rule 24b-2 of the Trade DateSecurities Exchange Act of 1934, as amended. 8 [Consented to and]2 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]3 [NAME OF RELEVANT PARTY] By Title: 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., As Borrower By Title: ALLSCRIPTS HEALTHCARE, LLC, As Co-Borrower By Title: ANNEX 1 Credit Agreement, dated as of June 28, 2013 (as amended, supplemented or otherwise modified from time to time) among Allscripts Healthcare Solutions, Inc. (the Trade Date“Borrower”), Allscripts Healthcare, LLC (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), the Syndication Agent named therein, the Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Exhibit A Consented to and]8 and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A. N.A., as Administrative Agent By Title: Consented to: [Consented to:]9 [SUNOCO, INC., as Borrower29 By Title:] JPMORGAN CHASE BANK, N.A., as Swingline Lender By Title: JPMORGAN CHASE BANK, N.A., as an Issuing Bank By Title: 29 The consent of the Borrower is not required for assignments to a Lender, an Affiliate of a Lender or an Approved Fund. Further, the consent of the Borrower is not required if an Event of Default has occurred and is continuing. Exhibit A BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] an Issuing Bank By Title: [JPMORGAN CHASE EACH OTHER ISSUING BANK], N.A. as L/C Issuer] an Issuing Bank By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Exhibit A ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 20074 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to 4 To be adjusted inserted by the counterparties to take into account any payments or prepayments made between the Trade Date Administrative Agent and which shall be the Effective DateDate of recordation of transfer in the register therefor. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is [Consented to be determined and]5 Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 Administrative Agent By Name: Title: 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 $1,500,000,000 5-YEAR REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Amount of Commitments / Loans Assigned Percentage Assigned of Aggregate Amount of Commitment/ Commitments / Loans for of all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/ Loans6 $ Lenders1 Commitments / Loans: $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The terms set forth Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICAwho may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICAincluding Federal, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 state and foreign securities laws. __________ 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Commitments / Loans of all Lenders thereunderof the applicable Class. * Amount The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR], as Assignor, by Name: Title: [NAME OF ASSIGNEE], as Assignee, by Name: Title: [Consented to be adjusted and] Accepted:2 JPMORGAN CHASE BANK, N.A., as Administrative Agent, by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Name: Title: XXXXXXX COMPANY, by Name: Title: __________ 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of applicable parties to the extent consents are required under the Credit Agreement.. ANNEX 1 CREDIT AGREEMENT1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 Revolving Commitment $ 100,000,000 $ % Term A Loans $ 300,000,000 $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 and]3 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]4 VALASSIS COMMUNICATIONS, INC., as Borrower By Title: JPMORGAN CHASE BANK, N.A., as Issuing Bank By Title: BANK OF AMERICA, N.A., as Issuing Bank By Title: 4 To be added only if the consent of the Borrower and/or Issuing Bank is required by the terms of the Credit Agreement. VALASSIS COMMUNICATIONS, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderBanks. * Amount Consented to be adjusted by and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: SOUTHWEST AIRLINES CO. By Title: ANNEX 1 Credit Agreement dated as of April 28, 2011 among Southwest Airlines Co., the counterparties to take into account any payments or prepayments made between the Trade Date Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.other agents parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Revolving Loans Assigned* for all Lenders Amount of Commitment/Revolving Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Revolving Loans3 $ $ % $ $ % $ $ % [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.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 [ISSUING BANK] By: Name: Title: [Consented to:]6 JPMORGAN CHASE BANK, N.A., as Swingline Lender By: Name: Title: [Consented to:]7 MARATHON PETROLEUM CORPORATION By: Name: Title: 5 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement (in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Tranche 1 Commitments/Tranche 1 Loans for of all Lenders* Lenders Amount of Tranche 1 Commitment/Tranche 1 Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Aggregate Amount of Tranche 1 Commitment/Tranche 1 Loans of all Lenders $ $ % $ $ % $ $ % [7. Trade Date: ]7 Aggregate Amount of Tranche 2 Commitments/Tranche 2 Loans of all Lenders Amount of Tranche 2 Commitment/Tranche 2 Loans Assigned Percentage Assigned of Aggregate Amount of Tranche 2 Commitment/Tranche 2 Loans of all Lenders $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (Signatures begin on following page) 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: (Consents begin on following page) [Consented to and Accepted]1: JPMORGAN CHASE BANK, N.A., as Administrative Agent[, and an Issuing Bank] By: Name: Title: [Consented to and]8 AcceptedXXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: BANK OF AMERICA, N.A. as Agent By Name: Title: [Consented to:]9 ] [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By an Issuing Bank By: Name: Title: ] [JPMORGAN CHASE BANKBARCLAYS BANK PLC, N.A. as L/C Issuer] By an Issuing Bank By: Name: Title: ] [BORROWER] By CITIBANK, N.A., as an Issuing Bank By: Name: Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount ] 1 Consents to be adjusted by included to the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is extent required by the terms Sections 9.04(b)(i)(B) and 9.04(b)(i)(C) of the Credit Agreement. [MIZUHO BANK, LTD., as an Issuing Bank By: Name: Title: ] [THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Issuing Bank By: Name: Title: ] [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:]2 TESORO CORPORATION, as Borrower By: Name: Title: ] 2 Consent to be included to the extent required by Sections 9.04(b)(i)(A) of the Credit Agreement. ANNEX 1 to Exhibit A of Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: __________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: __________________________________ Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Dollar Revolving Credit Sub -Commitment” or “Multicurrency Revolving Credit Sub-Commitment,” “Term A-1 Loan Commitment,” etc.) 6 ”). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor Accepted: JPMORGAN CHASE BANK, N.A., Administrative Agent and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 Issuing Lender and Swingline Lender By Title: [Consented to:]4 TELEFLEX INCORPORATED By Title: 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned3 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]5 Accepted: KEYBANK NATIONAL ASSOCIATION, as of the Trade Date. 8 Administrative Agent By Title: [Consented to: [NAME OF RELEVANT PARTY] By Title:]6 [Consented to: [THE XXXXXX COMPANIES, INC., as Borrower By Title:] [COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, as Borrower By Title:]]7 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* Advances for all Banks Amount of Commitment/Advances Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Advances Assigned1 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as of the Trade Date. 8 Administrative Agent By Title: [Consented to:]3 XXXXXX INTERNATIONAL INC., as Borrower By Title: [Consented to:] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Issuing Bank By Title: 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Agreement 3 To be added only if the consent of the Borrower and/or other parties (e.g., Swingline Banks, Issuing Banks) is required by the terms of the Credit Agreement ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term A-1 Loan Commitment,” etc.) 6 Assignment. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount Assignment and Assumption [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and the Effective Datean Issuing Bank]5 By Title: Consented to: [XXXXXX RUBBERMAID INC. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined By Title:]6 [[NAME OF ISSUING BANK] as of the Trade Date. 8 an Issuing Bank By Title:]7 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Term Loans for all Lenders* Lenders Amount of Commitment/Term Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Term Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent (a) a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws and (b) all tax forms required by Section 3.4 of the Credit Agreement. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. [The Assignee has paid (or shall concurrently with the execution of this Assignment and Assumption pay) the processing and recordation fee of $3,500 to the Administrative Agent]. For the purposes of Article 1278 of the Belgian Civil Code, it is confirmed that the rights and prerogatives under the Belgian Collateral Documents shall be maintained in favour of the Assignee and the remaining Secured Parties. 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” e.g., “Term A-1 Loan Commitment,” etc.Loans”) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loans of all Lenders thereunder. * Amount [Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined and]4 Accepted: GLAS USA LLC, as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By Title: [Consented to:]5 XXXXXXX XXXXXXX, INCORPORATED By Title:

Assigned Interest. Assignors Assignee Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Lenders Amount of Commitment/Loans Assigned* Assigned Percentage Assigned of Commitment/ Loans6 Loans CUSIP Number Term A Loans / Revolving Credit Loans and Commitments $ $ % Term A Loans / Revolving Credit Loans and Commitments $ $ % Term A Loans / Revolving Credit Loans and Commitments $ $ % [7. Trade Date: ]7 Effective Date: March [●], 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2020 The Assignee agrees to deliver to the Pro Rata Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about each Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Master Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as the Term Loan A Agent and Revolver Administrative Agent pursuant to Section 2.21 of the Credit Agreement By: Name: Title: By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH By: Name: Title: [By: Name: Title: ANNEX A-1 Consented to and]8 and Accepted: BANK OF AMERICACOÖPERATIEVE RABOBANK U.A., N.A. NEW YORK BRANCH, as Term Loan A Agent By and Revolver Administrative Agent By: Name: Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By By: Name: Title: [JPMORGAN CHASE BANKConsented to: Borrowers HLF FINANCING SaRL, N.A. as L/C Issuer] By LLC By: Name: Title: [BORROWER] By HERBALIFE NUTRITION LTD. By: Name: Title: 5 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 A-1 Loan Commitment,” etcHERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X. By: Name: Title: HERBALIFE INTERNATIONAL, INC. By: Name: Title: ANNEX 1 ANNEX 1 TO MASTER ASSIGNMENT CREDIT AGREEMENT DATED AS OF AUGUST 16, 2018 AMONG HLF FINANCING SaRL, LLC, HERBALIFE NUTRITION LTD.) 6 Set forth, to at least 9 decimalsHERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X., as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementHERBALIFE INTERNATIONAL, INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES THERETO AS LENDERS, JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN B LENDERS AND COLLATERAL AGENT, AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN A LENDERS, AN ISSUING BANK AND AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS STANDARD TERMS AND CONDITIONS FOR MASTER ASSIGNMENT

Assigned Interest. Facility Assigned5 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Principal Amount Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of Commitment/ Loans6 Facility/Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ $ % Revolving Loans: $ $ % Competitive Loans: $ $ % [7. Trade DateTerm Loans: ]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.] If the Assignee is not already a Lender under the Credit Agreement, the Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNEE [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: By: Name: Name: Title: [Title: Consented to and]8 and Accepted: BANK OF AMERICATHE MXXXXX-XXXX COMPANIES, N.A. as Agent By INC. By: Name: Title: [Consented to:]9 [BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer][and Swing Line Lender] By Administrative Agent By: Name: Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, ANNEX 1 to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.EXHIBIT A STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNOR By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Incremental Term A-1 Loan Commitment,” etc.) 6 Loans”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount [Consented to be adjusted by the counterparties and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to take into account any payments or prepayments made between the Trade Date and the Effective Date. 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. 8 and]5 [RXXXX TECHNOLOGIES, INC.] By: Title: [NAME OF ANY OTHER RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans3 $ $ % $ $ % $ $ % [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.] The Assignee, unless the Assignee is a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. * Amount [Consented to be adjusted by and] Accepted: CITIBANK, N.A., as Administrative Agent By Title: By Title: [Consented to and] Accepted: [NAME OF RELEVANT PARTY], as Borrower, By Title: By Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 4 In the counterparties to take into account any payments or prepayments made between case of an assignment of a Revolving Credit Commitment and Revolving Credit Loan, each of the Trade Date Borrowers, the Issuing Bank and the Effective Date. 7 To Swingline Lender must also give its prior written consent to such assignment (which consent shall not be completed if the Assignor and the Assignee intend unreasonably withheld or delayed); provided, that the minimum assignment amount is to be determined as of the Trade Date. 8 To be added only if (A) the consent of the Borrowers shall not be required to any such assignment (x) made to another Lender or an Affiliate or Related Fund of a Lender, or (y) after the occurrence and during the continuance of any Event of Default under Section 7.01(b), 7.01(c), 7.01(g) or 7.01(h) and (B) the Borrowers shall be deemed to have consented to any such assignment unless they shall have objected thereto by written notice to the Administrative Agent is required by within ten Business Days after having received written notice thereof from the terms of the Credit Agreement.Administrative Agent. ANNEX 1 TO FORM OF ASSIGNMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Polo C.V., Polo Fin B.V. and Xxxxx Xxxxxx Asia Pacific Limited (together with the Parent Borrower, the “Borrowers”), the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans Assigned* for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans6 Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: ______________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE , [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. * Amount Consented to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined Accepted: JPMORGAN CHASE BANK, N.A., as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By Title: Consented to: [XXXXX XXXXXX CORPORATION, as Parent Borrower By Title:]3 [NAME OF ISSUING BANK], as Issuing Bank By Title: