Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as 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. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the 5 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned3 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries the Credit Parties] and its and their [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: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment,” etc.). 4 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 to:]6 [NAME OF RELEVANT PARTY] By Title: 4 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: :______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures procedures, Section 11.15 of the Credit Agreement and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [_________________________________ NAME OF ASSIGNOR] ASSIGNOR By: :______________________________ Title: ASSIGNEE [_________________________________ NAME OF ASSIGNEE] ASSIGNEE By: :______________________________ Title: ______________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By_________________________________ Title: [Consented to:]5 AUTONATION, INC. By________________________________ Title: [NAME OF ANY OTHER RELEVANT PARTY] By By________________________________ Title: ______________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 one]3 Accepted: [NAME THE BANK OF ADMINISTRATIVE AGENT]NOVA SCOTIA, as Administrative Agent By By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By to:]4 KIMCO REALTY CORPORATION By: Name: Title: 4 ______________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. ______________________ To be added only if the consent of Kimco is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % Loans2 Revolving Commitment $ $ % $ $ % 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent, Issuing Bank and Swingline Lender By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By to:]3 CRICUT, INC., a Delaware corporation, as Borrower Representative By: Name: Title: 4 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

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its 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 lawsLaws, including Federal and state securities lawsLaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Title: ________________________ 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]WELL▇ ▇▇▇GO BANK, NATIONAL ASSOCIATION, as Administrative Agent By By_________________________________ Title: [Consented to:]5 to:] [NAME OF RELEVANT PARTYFMC TECHNOLOGIES, INC.] By By________________________________ Title: ________________________ 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Assignee Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its 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 lawsLaws, including Federal and state securities lawsLaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term 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. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By 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 Assigned1 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Borrowers and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s 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: 3 [Consented to and]3 Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment”) 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 3 To be added only if the consent of the Agent is required by the terms of the Credit Agreement. [Consented to and]4 Acceptedto:]4 ILLINOIS TOOL WORKS INC. By: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By By: Title: 4 To be added only if the consent of the Administrative Agent is Borrower and/or other parties are required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Guarantor and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s 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: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderthererunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMorgan Chase Bank, National Association, as Administrative Agent By __________________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 Old Republic Capital Corporation By _________________________________________ Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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. 2 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the 3 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Moody’s, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the 5 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Term Loan Commitments/Term Loans for of all Lenders Principal Amount of Term Loan Commitment/Term the Commitment Assigned2 Principal Amount of Outstanding Loans Assigned3 Commitment Assigned as a Percentage Assigned of Term Loan Commitment/Term Loans3 Aggregate Commitments4 $ $ % $ $ % $ $ % 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 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 credit contacts to whom all syndicate-level information (which may contain material non-public information MNPI about the Borrower, its the Subsidiaries and its 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 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: Section 10.04 of the Credit Agreement. 3 Must comply with the minimum assignment amounts set forth in Section 10.04 of the Credit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans aggregate Commitments of all Lenders thereunderLenders. The terms set forth above are hereby agreed to: [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT]_____________, as Assignor, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Agent, By: By: Name: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the _____________, as Assignee, 6 Consented to: [AGILENT TECHNOLOGIES, INC., By: By: Name: Name: Title: Title:]7 5 No consent of the Administrative Agent is required by the terms for an assignment to a Lender, an Affiliate of the Credit Agreementa Lender or an Approved Fund.

Assigned Interest. Commitment Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ Loans1 [Tranche 1][Tranche 2] Revolving Commitment [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [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 administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerBorrowers, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. NAME OF ASSIGNEE By: Title: [Consented to and]4 and]2 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 to:]3 DOMTAR CORPORATION4, as [Parent] Borrower By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is 2 Not required by the terms of the Credit Agreementfor an assignment to a Lender or a Lender Affiliate.

Assigned Interest. Facility Assigned3 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % 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[, its Subsidiaries the Loan Parties] and its and their [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: 3 Set 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 4Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 and] 5 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To to:]6 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. [NAME OF RELEVANT PARTY] By Title: 6To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]7 FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Revolving Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Revolving Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Revolving Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee 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, its Subsidiaries and its 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: 3 [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 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: Name: Title: [Consented to:]4 [ISSUING BANK] By: Name: Title: [Consented to:]5 MARATHON PETROLEUM CORPORATION By: Name: Title: 4 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. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Administrative Borrower, its Subsidiaries and its 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: 3 _________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to:]3 [NAME OF RELEVANT PARTY] By Title: 4 _________________________ 3 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned(2) Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans(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 Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one on or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Exhibit A Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By_________________________________ Title: [Consented to:]5 to:](4) [NAME OF RELEVANT PARTY] By By________________________________ Title: 4 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A

Assigned Interest. 1 Select as applicable. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Principal Amount of Term Loan Commitment/Term Loans Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of Term Loan CommitmentFacility/Term Loans3 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: $ $ % 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 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, its Subsidiaries Borrower and its and their Related Parties or their respective securitiesParties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The [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 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: By: Name: Name: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Title: Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent2 By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 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. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, Borrower and its Subsidiaries and its 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 federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 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 Commitment”, “Term Loan” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME BANK OF ADMINISTRATIVE AGENTAMERICA, N.A.], as 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 Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. Revolving Commitment,” “Term Commitment,”). Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. $ $ % $ $ % $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTYand] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By Title: [Consented to and] To be added only if the consent of the Issuing Lender is required by the terms of the Credit Agreement. Accepted: BANK OF AMERICA, N.A., as Issuing Lender By Title: [Consented to:] To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. CORELOGIC, INC. By Title: Amended and Restated Credit Agreement, dated as of April 21, 2015 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CoreLogic, Inc., CoreLogic Australia Pty Limited, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank of America, as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto

Assigned Interest. Facility Assigned4 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans5 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, Borrower and its Subsidiaries and its 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 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: 3 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]6 Accepted: [NAME BANK OF ADMINISTRATIVE AGENTAMERICA, N.A.], as Administrative Agent By Title: [Consented to:]5 to:]7 [NAME OF RELEVANT PARTY] By Title: 4 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its and their Related Parties or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT By: Name: Title: [NAME OF ADMINISTRATIVE AGENT▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.], as Administrative Agent By AS ISSUING BANK By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Titleto: 4 ETSY, 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.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By Title: By Title: [Consented to:]5 to and] Accepted: [NAME OF RELEVANT PARTY], as Borrower, By Title: By Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 4 To In the case of an assignment of a Revolving Credit Commitment and Revolving Credit Loan, each of the Borrowers, the Issuing Bank and the Swingline Lender must also give its prior written consent to such assignment (which consent shall not be added only if unreasonably withheld or delayed); provided, that (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 AgreementAdministrative Agent.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Administrative Borrower, its Subsidiaries and its 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: 3 _________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to:]3 [NAME OF RELEVANT PARTY] By Title: 4 _________________________ 3 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1

Assigned Interest. 1 Select as applicable Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By and Issuing Bank and Swingline Lender By: _____________________________ Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By By: _____________________________ Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 Revolving Facility $ $ % Tranche A Term Facility $ $ % Tranche B Term Facility $ $ % Assignment Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal 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: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 to:]4 WOLVERINE WORLD WIDE, INC. By Title: [NAME OF RELEVANT PARTYISSUING LENDER] By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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. 2 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By By: Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the 3 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans Advances for all Lenders Banks Amount of Term Loan Commitment/Term Loans Advances Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Advances Assigned1 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its affiliates and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]and Accepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]3 BAXALTA INCORPORATED, as Borrower By Title: 4 [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 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.

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

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Banks Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Bank, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the General Partner 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 ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan applicable Commitment/Term Loans of all Lenders Banks thereunder. [NAME OF ASSIGNEE] By: Title: Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By_________________________________ Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By By________________________________ Title: ______________________ 4 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, Fronting Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans Advances for all Lenders Banks Amount of Term Loan Commitment/Term Loans Advances Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Advances Assigned1 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its affiliates and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]and Accepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]3 ▇▇▇▇▇▇ INTERNATIONAL INC., as Borrower By Title: 4 [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 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.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Commitment/ Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee (in the case an Assignee 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: (e.g. “Canadian Commitment”, “US Commitment”, “UK Commitment”.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented By execution of this Assignment and Assumption Agreement, the Assignee hereby accedes to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To the Security Trust Deed and agrees to be added only if the consent of the Administrative Agent is required bound by the terms of the Credit Agreement.Security Trust Deed as a Finance Party (as that term is defined in the Security Trust Deed). The terms set forth in this Assignment and Assumption, which is executed as a deed, are hereby agreed to: Executed as a deed by ASSIGNOR [NAME OF ASSIGNOR], by Title: by4 Title: in the presence of:5 Executed as a deed by ASSIGNEE [NAME OF ASSIGNEE], by Title: by6 Title: in the presence of:7 4 If two signatories are required. 5 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. 6 If two signatories are required. 7 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. Consented to and Accepted: JPMorgan Chase Bank, N.A., as Administrative Agent, by Title: Consented to: JPMorgan Chase Bank, N.A., as Issuing Bank, by Title: Consented to: Patheon Inc., as Parent Borrower by Title:

Assigned Interest. Commitment Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ Loans1 [Tranche 1][Tranche 2] Revolving Commitment [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [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 administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerBorrowers, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. NAME OF ASSIGNEE By: Title: [Consented to and]4 and]2 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 to:]3 DOMTAR CORPORATION4, as [Parent] Borrower By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is 2 Not required by the terms of the Credit Agreementfor an assignment to a Lender or a Lender Affiliate.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws.]4 [Signature page follows] 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTYSTARDUST FINANCE HOLDINGS, INC.] By By: Name: Title: 4 5 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans $ $ % $ $ % $ $ % Effective Date: _____________ __, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, as N.A., AS Administrative Agent By By: Title: [Consented to:]5 to:]3 [NAME OF RELEVANT PARTYIssuing Bank] By By: Name: Title: [Consented to:]4 SAILPOINT TECHNOLOGIES, INC. By: Name: Title: 3 Include any if required pursuant to Section 9.04(b). 4 To be added only Include any if the consent of the Administrative Agent is required by the terms of the Credit Agreement.pursuant to Section 9.04(b). ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Total Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 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: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to:]3 CENTURYLINK, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 4 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. (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC., a Louisiana corporation (the “Borrower”),

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans[2] $ $ % $ $ % $ $ % 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Administrative Borrower, its Subsidiaries and its 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: 3 _________________________ [2] Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Exhibit A - Assignment and Assumption Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to:] [NAME OF RELEVANT PARTY] By Title: 4 _________________________ To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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. 2 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the 3 Prior written consent of the Company and the Administrative Agent Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Assignor Assignee Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its 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] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: Consented to: JPMORGAN CHASE BANK, N.A., as Swingline Lender By Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] ROBINHOOD SECURITIES, LLC]3 By Name: Title: 4 To be added only 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 consent of the Administrative Agent Borrower has occurred and is required by the terms of the Credit Agreementcontinuing, any other assignee.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its and the Loan Parties and/or their Related Parties or 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 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: 3 JPMORGAN CHASE BANK, N.A., as Administrative Agent [and Issuing Bank and Swingline Lender] By: Title: [Consented to:]3 2 Set forth, to so at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 3 To be added only if the consent of the Issuing Banks and Swingline Lenders is required by the terms of the Credit Agreement. [Consented to and]4 Acceptedto:]4 MODINE MANUFACTURING COMPANY By: [NAME OF ADMINISTRATIVE AGENT], as 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 Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 3 ], 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [By: Name: Title: Consented to and]4 and Accepted: [NAME OF JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK By: Name: Title: [ ], as Administrative Agent By AS ISSUING BANK, By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Titleto: 4 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.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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 federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Agent[, Issuing Bank and Swingline Lender] By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By 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. Credit Agreement dated as of September 18, 2019 among F45 Training Holdings Inc., a Delaware corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto

Assigned Interest. 1 Select as applicable. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerParent, its Subsidiaries and its and the Company, the other Loan Parties and/or their Related Parties or 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 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: 3 Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]3 [OTHER ISSUING BANKS AND SWINGLINE LENDERS] 2 Set forth, to so at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 3 To be added only if the consent of the Issuing Banks and the Swingline Lenders is required by the terms of the Credit Agreement. [Consented to and]4 Acceptedto:]3 PENTAIR FINANCE S.A.R.L By: [NAME OF ADMINISTRATIVE AGENT], as 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 Company is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: _____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as 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. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned 2 Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth 2 Except in this Assignment the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By By: Name: Title: By: Name: Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTYSTARDUST FINANCE HOLDINGS, INC.] By 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.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsRevolving Commitment/Term Loans for all Lenders Amount of Term Loan Revolving Commitment/Term Loans Assigned Percentage Assigned of Term Loan Revolving Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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 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: By Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [ACTIVE/94653893.4 Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By Title: [OTHER ISSUING BANKS]5 [Consented to:]5 [NAME OF RELEVANT PARTY] to:]6 TPI COMPOSITES, INC. 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 Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Commitment Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its and their Related Parties or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: 3 CONSENTED TO AND ACCEPTED: ▇▇▇▇▇▇▇ SACHS BANK USA, as Administrative Agent 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 AcceptedBy: Name: Title: CONSENTED TO: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ISSUING BANK] By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By TitleCONSENTED TO: 4 SQUARE, 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.

Assigned Interest. 1 Select as applicable. 75450854v1 Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Assignment Effective Date: [____________ __, 20 20__] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL THAT WILL 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 that may contain material non-public information about the Borrower, its Subsidiaries and its 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 ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and Swingline Lender 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 Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as 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 Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, Borrower and its Subsidiaries and its 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 federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME BANK OF ADMINISTRATIVE AGENTAMERICA, N.A.], as 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 Assigned3 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerBorrowers, its Subsidiaries and its 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: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to: [NAME OF RELEVANT PARTY] By Title:]6 [Consented to: [THE ▇▇▇▇▇▇ COMPANIES, INC., as Borrower By Title: 4 :] [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. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, its Subsidiaries the Loan Parties] and its and their [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: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as 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. [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 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.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans Assigned3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as 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. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, its Subsidiaries and its 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: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent[, an Issuing Bank and as Swingline Lender]4 By_________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By By________________________________ Title: 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower Representative and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its 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: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By 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 Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its 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: 2 Fill in the appropriate terminology for the types of Facilities under the Loan Agreement that are being assigned under this Assignment (e.g., “Term A-1 Loan Commitment,” “Incremental Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to: THE ▇▇▇▇▇▇ COMPANIES, INC., as Borrower By Title: Title:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.