Common use of Assigned Interest Clause in Contracts

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Aggregate Amount of Commitment/Loans Class of Loans Assigned Aggregate Maximum Credit Amount for all Lenders Maximum Credit Amount Assigned of Commitment/Loans Assigned2 Percentage Share Assigned of Revolving Commitment/Loans2 Loans under Relevant Class3 CUSIP Number $ $ % $ $ % $ $ % 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.]. [Signature Page Follows] 2 Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional Term Loans, Initial Term Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATIONDEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By _________________________________ Agent4 By: Name: Title: By _________________________________ By: Name: Title: [ISSUING BANK]5 By: Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]6 WORLD TRIATHLON CORPORATION, L.P. as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 4 To be added only if the consent of the Administrative Agent is required by required. 5 To be added only with respect to an assignment under the terms of the Credit Agreement 44 Revolving Facility or any Additional Revolving Facility. 6 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms Section 9.05(b)(i)(A) of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 Agreement. Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit All Lenders* Amount Assigned of Commitment/Loans Assigned* Percentage Share Assigned of Revolving Commitment/Loans2 Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ]5 Effective Date: _____________ ___, 20___ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 :______________________________ By: Name: Title: 22 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and3 and]6 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]7 PLUM CREEK TIMBERLANDS, L.P. L.P., a Delaware limited partnership By: BSMC GPPlum Creek Timber I, L.L.C. L.L.C., its General Partner By: Black Stone MineralsPlum Creek Timber Company, L.P. Inc., its Managing Member By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : [Consented to:]8 [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer][and Swing Line Lender] By: Name: Title: 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Assigned Assignor[s]7 Assignee[s]8 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Lenders9 Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement 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 :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to:][12] By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 12 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing BankSwingline Lender, L/C Issuer) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement. Form of Assignment and Acceptance Agreement

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Revolving Loans for all Lenders Maximum Credit Amount of Commitment/Revolving Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Revolving 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, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 [Consented to and]4 Accepted: 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Revolving Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 thereunder. 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 [ISSUING BANK] By: Name: Title: [Consented to:]6 JPMORGAN CHASE BANK, N.A., as Swingline Lender By: Name: Title: [Consented to:]7 MARATHON PETROLEUM CORPORATION By: Name: Title: 5 To be added only if the consent of the Borrower and/or other parties (e.g. an Issuing Bank) Bank is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION(in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. RevolvingCommitment Assigned Facility Assigned2 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Tranche A Term Loan Commitment”, “Tranche B Term Loan Commitment”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. [Consented to and3 and Accepted: XXXXX FARGO JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. and as an Issuing Bank By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title:]4 [Consented to: PUGET ENERGY, INC. By: Name: Title: ]5 4 To be added only if the consent of the Administrative Agent and the Issuing Banks is required by the terms of the Credit Agreement 44 5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned 13 Select as applicable. REVOLVING LOAN: Aggregate Maximum Credit Amount of Commitment for all Revolving Loan Lenders Maximum Credit Amount of Commitment Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment14 $ $ % $ $ % TERM LOAN: Aggregate Amount of Loans for all Term Loan Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans15 $ $ % Effective Date: _____________ ___, 20___ 20 (the “Effective Date”) [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE ASSIGNMENT REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 14 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Revolving Commitment/Loan Lenders thereunder. 15 Set forth, to at least 9 decimals, as a percentage of the Loans of all Term Loan Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [Consented to and3 AcceptedNAME OF ASSIGNOR] By: XXXXX FARGO BANKName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted and Acknowledged this day of , NATIONAL ASSOCIATION: [BANK OF AMERICA, N.A. as Administrative Agent By _________________________________ Title[and as Issuer]] By: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY[ISSUER], L.P. as Issuer By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent : ]16 16 If required. [Accepted and Acknowledged this day of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS , : MITEL NETWORKS CORPORATION By: Name: Title:]17 17 If required. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONASSUMPTION AGREEMENT

Assigned Interest. RevolvingCommitment Assigned Facility Assigned2 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Liquidity Commitment”, “Energy Hedging Commitment”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Revolving Liquidity Commitment/Liquidity Loans of all Liquidity Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 and/or as a percentage of the Energy Hedging Commitment/Energy Hedging Loans of all Energy Hedging Lenders thereunder, as applicable. [Consented to and3 and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. as Swingline Lender and as a Liquidity Issuing Bank] / [and as an Energy Hedging Issuing Bank] By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : THE ROYAL BANK OF SCOTLAND PLC, as an Energy Hedging Issuing Bank By: Name: Title:]4 [Consented to: PUGET SOUND ENERGY, INC. By: Name: Title: ]5 4 To be added only if the consent of the Administrative Agent Agent, the Swingline Lender and the Liquidity Issuing Banks and/or Energy Hedging Issuing Banks is required by the terms of the Credit Agreement 44 5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans Assigned Amount of Multicurrency Commitment/Multicurrency Loans Assigned Applicable Percentage of Commitment/Loans Assigned2 $ $ $ % $ $ $ % $ $ $ % Effective Date: [_____________ ] [____], 20[___ _] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 ASSIGNOR: [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forthConsented to and Accepted: MUFG BANK, to at least 9 decimalsLTD., as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedAdministrative Agent, Swingline Lender and Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ an Issuing Bank By: Name: Title: By _________________________________ BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: CITIBANK, N.A., as an Issuing Bank By: Name: Title: XXX XXXXXXX-XXXXXXXX XXXX, XXX XXXX BRANCH, as an Issuing Bank By: Name: Title: [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:4 BLACK STONE MINERALS COMPANYto:]3 HOLLYFRONTIER CORPORATION, L.P. as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 3 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. (See Section 9.04(b) of the Credit Agreement). ANNEX 1 to Exhibit A for Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Term Loans $ $ % Revolving Loans $ $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANKNEW DEVELOPMENT HOLDINGS, NATIONAL ASSOCIATIONLLC4 By: Name: Title: CREDIT SUISSE AG, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. and Issuing Bank5 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To : By: Name: Title: 3 This date may not be added only if fewer than 5 Business days after the consent date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required by the terms under Section 9.04(b). 5 Reference to Issuing Bank required for an assignment of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Revolving Commitments. ANNEX 1 to Assignment and Assumption NEW DEVELOPMENT HOLDINGS, LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of [Tranche 1][Tranche 2] Commitment/Loans for all Lenders Maximum Credit Amount of [Tranche 1][Tranche 2] Commitment/ Loans Assigned Percentage Share Assigned of Revolving [Tranche 1][Tranche 2] Commitment/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 to whom all syndicate-level information (which may contain material non-public information about the Company and/or its Related Parties and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 2 Set forth, to so at least 9 decimals, as a percentage of the Revolving [Tranche 1][Tranche 2] Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [thereunder. Consented to and3 and Accepted: XXXXX FARGO JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]3 FISERV, L.P. INC. By: BSMC GP, L.L.C. ByTitle: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 3 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Lenders12 Amount of Commitment /Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. D-3 Form of Assignment and Assumption [7. Trade Date: ]14 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.] 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]15 Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto: NEXEO SOLUTIONS, L.P. LLC By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : ]16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: __________3 $ $ % __________ $ $ % ___, 20_______ $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 [Consented to and]4 Accepted: CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH, as Administrative Agent By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANKthereunder. 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, NATIONAL ASSOCIATION“Term B Commitment”, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 etc.). 4 To be added only if the consent a Revolving Credit Commitment is assigned. Form of the Administrative Agent is required by the terms of the Credit Agreement 44 Assignment and Assumption [Consented to: [ ]., as Issuing Bank By: Title:]5 [Consented to: DAVITA, INC. By: Title:]6 5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) a Revolving Credit Commitment is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONassigned.

Assigned Interest. RevolvingCommitment Assigned Class Assigned2 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ : Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]4 Accepted: XXXXX FARGO BANKCITIBANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleName: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto: [•], L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. as Issuing Bank By _________________________________ Name: Title:] 33 : ]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) Bank is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement. [Consented to: [•], as Swingline Lender By Name: Title: ]6 [Consented to: BLACKROCK CAPITAL INVESTMENT CORPORATION REORGANIZATION MERGER SUB By Name: Title: ]7 6 To be added only if the consent of the Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. RevolvingCommitment Facility Assigned (e.g. “U.S. Revolving Commitment,” “Canadian Revolving Commitment,” “U.S. Term Loans,” or “Canadian Term Loans”) Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder $ $ % $ $ % $ $ % Effective Date: _____________ _________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates on or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ TitleBy: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto and] Accepted: [JPMORGAN CHASE BANK, L.P. ByN.A., as Administrative Agent] By Title: BSMC GP[Consented to:] [JPMORGAN CHASE BANK, L.L.C. ByN.A., as Fronting Bank] By Title: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. RevolvingCommitment Assigned Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Maximum Credit Amount of Commitment for all Lenders Maximum Credit Lenders9 Amount of Commitment Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment10 CUSIP Number $ $ % $ $ % $ $ % Effective [7. Trade Date: _____________ ___, 20___ _] 11 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and3 and]12 Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]13 CORECIVIC, L.P. INC., as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : BANK OF AMERICA, N.A., as Swingline Lender By: Name: Title: [NAME OF ISSUING LENDER(S)], as Issuing Lender By: Name: Title: 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Aggregate Amount of Commitment/Term Loans Class of Term Loans Assigned Aggregate Maximum Credit Amount for all Lenders Maximum Credit Amount Assigned of Commitment/Term Loans Assigned8 Percentage Share Assigned of Revolving Commitment/Loans2 Term Loans under Relevant Class9 CUSIP Number $ $ % $ $ % $ $ % 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.]. [Signature Page Follows] 8 Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional Term Loans, Initial Term Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Affiliated Lender Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ TitleBy: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedName: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]10 WORLD TRIATHLON CORPORATION, L.P. as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 10 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms Section 9.05(b)(i)(A) of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 I TO EXHIBIT A-2 STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Assignor[s]4 Assignee[s]5 Facility Assigned6 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Lenders7 Amount of Commitment / Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]9 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]10 Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to:]11 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing BankSwingline Lender, L/C Issuer) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Amount of [Commitments / Revolving Credit Amount Exposures]2 for all Lenders Maximum Amount of [Commitment / Revolving Credit Amount Assigned Percentage Share Exposure]2 Assigned3 Percentage4 Assigned of [Commitments / Revolving Commitment/Loans2 Credit Exposures]2 for all Lenders $ $ % $ $ % $ $ % [7. Trade Date: _______________, 20__]5 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Use “Revolving Credit Exposure[s]” if the Commitments have been terminated; otherwise, use “Commitment[s].” 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitments / Revolving Credit Exposures of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and] Accepted: XXXXX FARGO BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to: AVISTA CORPORATION By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : ]6 6 To be added only included if the such consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Aggregate Amount of Commitments / Loans Class of Loans Assigned Aggregate Maximum Credit Amount for of Commitments / Loans held1 Aggregate Amount of Commitments / Loans assigned2 Percentage of Commitments / Loans assigned $ [ ] $ _____ _____ % 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders Maximum Credit Amount Assigned Percentage Share Assigned thereunder. Form of Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Assignment and Acceptance Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, Form of Assignment and Acceptance Consented to at least 9 decimalsand Accepted: BARCLAYS BANK PLC, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedAgent By: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]3 PROFRAC SERVICES, L.P. LLC, as Borrower By: BSMC GP, L.L.C. ByTitle: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 3 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. Form of Assignment and Acceptance ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. RevolvingCommitment 1 Select as applicable. Type of Loan Assigned Aggregate Maximum Credit Amount for Total Loans of all Lenders Maximum Credit Amount Assigned of Loans Assigned2 Percentage Share Assigned of Revolving Commitment/Loans2 Loans3 [ ] $ $ [ ]% $ $ % $ $ % 2 Shall not be in an amount less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, except to the extent such assignment is to an Affiliate of the assigning Lender or an Approved Fund with respect to such Lender, or an assignment of the entire remaining amount of the assigning Lender’s Loans or Commitments. 3 Set forth, to at least nine decimals, as a percentage of the Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANK, [WABASH NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. CORPORATION]4 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of : XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Administrative Agent By: Name: Title: 4 To be completed to the extent consent is required by the terms under Section 13.6(b)(i)(A) of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Term Loans $ 150,000,000 $ % Revolving Loans $ 100,000,000 $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANKCSG SYSTEMS INTERNATIONAL, NATIONAL ASSOCIATIONINC.4 By: Name: Title: ROYAL BANK OF CANADA, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To : By: Name: Title: 3 This date may not be added only if fewer than 5 Business days after the consent date of assignment unless the Administrative Agent otherwise agrees. 4 To be included to the extent consent is required by the terms under Section 10.04(b). [ROYAL BANK OF CANADA, as Swingline Lender [and Issuing Bank]5 By: Name: Title: By: Name: Title:]6 5 Reference to Issuing Bank required for an assignment of the Revolving Commitments. 6 Reference to Swingline Lender required for an assignment of Revolving Commitments. ANNEX 1 to Assignment and Assumption Amended and Restated Credit Agreement 44 To be added only if dated as of [ ], 2012, among CSG Systems International, Inc., a Delaware corporation (“Borrower”), the consent Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I thereto), the Lenders, RBC Capital Markets, Xxxxx Fargo Securities, LLC, HSBC Bank USA, National Association and BBVA Compass, as joint lead arrangers and joint bookmanagers (in such capacity, the “Lead Arrangers”), HSBC Bank USA, National Association and BBVA Compass, as co-documentation agents (in such capacity, “Co-Documentation Agents”), Xxxxx Fargo Bank, National Association, as syndication agent (in such capacity, “Syndication Agent”), Royal Bank of the Borrower and/or other parties Canada, as swingline lender (e.g. in such capacity, “Swingline Lender”), as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) is required by for the terms of Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 Secured Parties and the Issuing Bank. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Assignor [s]5 Assignee [s]6 Facility Assigned7 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Lenders8 Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans9 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: ]10 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.] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Series A Revolving Credit Commitment”, “Series B Revolving Credit Commitment”, “Revolving Credit Loans”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]11 Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to:]12 [L/C Issuer] By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. 12 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]13 [Swing Line Lender] By: Name: Title: [Consented to]:14 APX GROUP, INC. By: Name: Title: 13 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) Swing Line Lender is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Assigned FacilityAssigned2 Aggregate Maximum Credit AmountofCommitment/Loansfor all Banks Amount for all Lenders Maximum Credit Amount Assigned ofCommitment/LoansAssigned Percentage Share Assigned of Revolving CommitmentAssignedofCommitment/Loans2 Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________] 4 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] : Address: Attn: By: ______________________________ Phone: Name: Fax: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 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") 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented Banks thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to and3 Acceptedbe determined as of the Trade Date. NAI-1502980324v12 ASSIGNOR: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this ____ day of __________, _____: AGENT: KEYBANK NATIONAL ASSOCIATION as Agent By: Name: Title: Accepted and Approved this ____ day of __________, _____________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. THE DAVEY TREE EXPERT COMPANY]5 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 5 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 Agreement. NAI-1502980324v12 Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAGREEMENT

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of [applicable] Term Loans for all Lenders Maximum in such Credit Facility1 Amount of [applicable] Term Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ % $ $ % $ [applicable] Term Loans in such Credit Facility2 CUSIP Number [Initial][Incremental][Refinancing] Term 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 terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Term Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [thereunder. Form of Assignment and Acceptance Consented to and3 and Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative the Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto: UNITED RENTALS (NORTH AMERICA), L.P. INC., as the Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Title:]3 3 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. Form of Assignment and Acceptance ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Amount of Commitment for all Lenders Maximum Credit Amount Assigned Commitment Percentage Share Assigned of Revolving Commitment/Loans2 Facility Assigned Lenders* Assigned* Commitment2 CUSIP Number Committed Loans $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]4 Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]5 BANK OF AMERICA, L.P. N.A., as L/C Issuer and Swing Line Lender By: BSMC GP, L.L.C. Title: ANIXTER INC. By: Black Stone Minerals, L.P. ByTitle: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. 5 To be added only if the consent of the Borrower Anixter and/or other parties (e.g. Issuing BankSwing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 20, 2007 among ANIXTER INC., the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Assignor[s]14 Assignee[s]15 Facility Assigned16 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Lenders17 Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment / Loans18 $ $ % $ $ % $ $ % [8. Trade Date: ]19 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.] 14 List each Assignor, as appropriate. 15 List each Assignee, as appropriate. 16 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Initial Term Loans”, “Revolving Credit Commitments”, “Extended Term Loans”, etc.). 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 19 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]20 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATIONDEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]21 DEUTSCHE BANK AG NEW YORK BRANCH, L.P. as L/C Issuer By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 20 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Assigned Term Facility Assigned41 Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ Loans42 [ ] [$][€] [$][€] % $ $ [ ] [$][€] [$][€] % $ $ [ ] [$][€] [$][€] % Effective Date: _____________ ___[ ], 20___ [ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 41 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Initial Term Loans”). Note that Revolving Credit Commitments may not be assigned to an Affiliate Lender. 42 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [The Assignor NAME OF ASSIGNOR] ASSIGNOR By: ______________________________ Name: Title: ASSIGNEE [The Assignee NAME OF ASSIGNEE] By :______________________________ ASSIGNEE By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and]43 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION[JEFFERIES FINANCE LLC], as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYto:]44 [MEDPACE HOLDINGS, L.P. INC.] By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 43 To be added only if the consent of the Administrative Agent is required by the terms Section 10.07 of the Credit Agreement Agreement. 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms Section 10.07 of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans Assigned Amount of Multicurrency Commitment/Multicurrency Loans Assigned Applicable Percentage of Commitment/Loans Assigned2 $ $ $ % $ $ $ % $ $ $ % Effective Date: [_____________ ] [____], 20[___ _] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 ASSIGNOR: [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forthConsented to and Accepted: MUFG BANK, to at least 9 decimalsLTD., as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedAdministrative Agent, Swingline Lender and Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ an Issuing Bank By: Name: Title: By _________________________________ BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: CITIBANK, N.A., as an Issuing Bank By: Name: Title: THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:4 BLACK STONE MINERALS COMPANYto:]3 XX XXXXXXXX CORPORATION, L.P. as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 3 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. (See Section 9.04(b) of the Credit Agreement). ANNEX 1 to Exhibit A for Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Term B-1 Loans $ $ % Revolving Loans $ $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.] THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANKDUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, NATIONAL ASSOCIATIONSTAMFORD BRANCH, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. and an Issuing Bank]5 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To : By: Name: Title: 3 This date may not be added only if fewer than 5 Business days after the consent date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required by the terms under Section 10.04(b) of the Credit Agreement 44 To be added only if the consent Agreement. 5 Reference to Issuing Bank required for an assignment of the Borrower and/or other parties (e.g. Revolving Commitments. [BANK OF AMERICA, N.A., as an Issuing Bank) is Bank By: Name: Title: ]6 [UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title:]7 6 Reference to Issuing Bank required by the terms for an assignment of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Revolving Commitments. 7 Reference to Swingline Lender required for an assignment of Revolving Commitments. ANNEX 1 to Assignment and Assumption XXXXXXXX INCORPORATED CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX FARGO BANKBANK USA, NATIONAL ASSOCIATION, 5 as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be added only if completed to the extent consent of the Administrative Agent is required by the terms under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Aggregate Amount of Amount of Percentage Assigned Aggregate Maximum Credit Amount Facility Commitment/Loans Commitment/Loans of Assigned2 for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Lenders* Assigned* Commitment/Loans2 Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: , 20 _____________ ___, 20___ [[ TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g. “Acquisition Loan Commitment,” “Revolving Commitment,” “Real Estate Loan,” “Term Loan,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and3 and] 5 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATIONTORONTO DOMINION (TEXAS) LLC, as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to:]6 XXXXX & WESSON HOLDING CORPORATION By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of [Term Loan Commitment] [Term Loans] for all Lenders Maximum Credit Amount of [Term Loan Commitment] [Term Loans] Assigned Percentage Share Assigned of Revolving [Term Loan Commitment/Loans2 ] [Term Loans]2 Term Loans $ $ % $ $ % $ $ % [7. Trade Date: ____________ ]3 ________________________ 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 967770.02F-CHISR01A - MSW EXHIBIT B-2 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: [______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 Designated Company] To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E Agreement. By: Name: Title: [_______], as Administrative Agent By: 967770.02F-CHISR01A - 3 MSW EXHIBIT B-3 Name: Title: 967770.02F-CHISR01A - MSW ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Term Loans $ $ % Revolving Loans $ $ % $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.] THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 and Accepted: XXXXX FARGO BANKDUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, NATIONAL ASSOCIATIONSTAMFORD BRANCH, as Administrative Agent By _________________________________ [and an Issuing Bank]5 By: Name: Title: By _________________________________ 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) of the Credit Agreement. 5 Reference to Issuing Bank required for an assignment of Revolving Commitments. By: Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYBANK OF AMERICA, L.P. N.A., as an Issuing Bank By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent : ]6 [UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title: ]7 6 Reference to Issuing Bank required for an assignment of the Administrative Agent is Revolving Commitments. 7 Reference to Swingline Lender required by the terms for an assignment of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Revolving Commitments. ANNEX 1 to Assignment and Assumption DUCOMMUN INCORPORATED CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Facility Aggregate Maximum Credit Amount for of Commitment/Loans of all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Commitment/ Loans1 Dollar Revolving Commitment/Loans2 Credit Facility $ $ % Alternative Currency Revolving Credit Facility [€][£][$] [€][£][$] % Tranche B-3 Term Loan $ $ % Tranche B-4 Term Loan $ $ % Effective Date: _____________ ___1 Set forth, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] to at least 8 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] ], as Assignor By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals], as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedAssignee By: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ TitleName: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto and]2 Accepted: CITIBANK, L.P. N.A as Administrative Agent By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the : [Consented to]: [ ], as a Principal L/C Issuer By: Name: Title:3 CITIBANK, N.A., as Swing Line Lender By: Name: Title:4 2 No consent of the Administrative Agent is shall be required by for an assignment of all or any portion of a Term Loan to another Lender, an Affiliate of a Lender or an Approved Fund. 3 No consent of the terms Principal L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent. 4 Only required for any assignment of any Dollar Revolving Credit Facility. FREESCALE SEMICONDUCTOR, INC. By: Name: Title:5 5 No consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) has occurred and is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX continuing, any Assignee. Annex 1 CREDIT AGREEMENT1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Revolving Loans for all Lenders Maximum Credit Amount of Commitment/Revolving Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Revolving 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, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 [Consented to and]4 Accepted: 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 thereunder. 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 [ISSUING BANK] By: Name: Title: [Consented to:]6 JPMORGAN CHASE BANK, N.A., as Swingline Lender By: Name: Title: [Consented to:]7 MARATHON PETROLEUM CORPORATION By: Name: Title: 5 To be added only if the consent of the Borrower and/or other parties (e.g. an Issuing Bank) Bank is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION(in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. RevolvingCommitment Commitment Assigned Aggregate Maximum Credit Amount of [Revolving Commitment/Revolving Loans][Term Commitment/Term Loans] for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of [Revolving Commitment/Loans2 Revolving Loans Assigned][Term Commitment/Term Loans Assigned] Percentage Assigned of [Revolving Commitment/Revolving Loans][Term Commitment/Term Loans] 3 $ $ % $ $ % $ $ % 7. Effective Date: _____________ ___, 20__202_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ TitleBy: 22 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 thereunder. LEGAL_US_W # 117975371.5 Exhibit E - 2 [F 4885-6545-0631v.4 Name: Title: LEGAL_US_W # 117975371.5 Exhibit F 4885-6545-0631v.4 Consented to and3 and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION: By: Name: Title: Consented to: OASIS PETROLEUM NORTH AMERICA LLC By: Name: Title:

Assigned Interest. RevolvingCommitment Assigned Facility Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans3 Revolving Credit Facility $ $ % $ $ % $ $ % 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE SENIOR FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: THE BANK OF NOVA SCOTIA, as Senior Facility Agent By Name: Title: [SABINE PASS LIQUEFACTION, LLC, as Borrower By Name: Title:]5 4 To be added only if the consent of the Senior Facility Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Consented to: ABN AMRO CAPITAL USA LLC, as an Issuing Bank By: Name: Title: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as an Issuing Bank By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: NATIXIS, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: Annex 1 to Assignment and Assumption [______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitments for all Lenders Maximum Credit Aggregate Amount of Loans for all Lenders Amount of Commitments Assigned Amount of Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitments Assigned5 Percentage of Loans Assigned6 Loans $ $ $ $ % $ $ % $ $ % 5 Set forth, to at least 9 decimals, as a percentage of the Commitments of all Lenders. 6 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders. Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR ASSIGNOR[S]7 [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S] [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 Set forth[NAME OF ASSIGNEE] By: Name: Title: 7 Add additional signature blocks as needed. Consented to, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Acknowledged and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATIONADMINISTRATIVE AGENT WHITEBOX ADVISORS LLC, as Administrative Agent By _________________________________ TitleBy: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYBORROWER GEVO, L.P. INC., a Delaware corporation, as Borrower By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : ]8 8 Lenders to hold Minimum Loan Hold to Second Anniversary or Minimum Loan Hold to Maturity unless, in each case, Borrower has consented thereto, which consent shall not be unreasonably withheld or delayed. Annex 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 A — Assignment and Acceptance STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. RevolvingCommitment Assigned Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Lenders8 Amount Assigned of Commitment/ Loans Assigned9 Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: ]11 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.] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Affiliated Lender Assignment and Assumption (e.g. “Tranche G Term Loans”). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Term Loans at such time outstanding. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 8 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 :______________________________ By: Name: Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATIONBarclays Bank PLC, as Administrative Agent By _________________________________ By: Name: Title: By _________________________________ By: Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to]:12 PINNACLE FOODS FINANCE LLC By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 : 12 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Facility Assigned2 Aggregate Maximum Credit Amount of Commitments/Loans for all Lenders Maximum Credit Lenders* Amount Assigned of Commitment/Loans Assigned* Percentage Share Assigned of Revolving CommitmentCommitments/Loans2 Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [signature pages follow] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving Facility”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. CHAR1\1835093v3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], as the Assignor By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals], as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedAssignee By: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ TitleName: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANYto and]5 Accepted: BANK OF AMERICA, L.P. N.A., as the Administrative Agent By: BSMC GPName: Title: [Consented to:]6 [BANK OF AMERICA, L.L.C. N.A., as [the L/C Issuer][[and] the Swingline Lender] By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To [ARHAUS, INC., a Delaware corporation By: Name: Title:] 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bankthe L/C Issuer) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAgreement.

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Banks Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ Loans Working Capital Commitment $_____________ $_____________ __________% $ $ % $ $ Revolving Commitment $_____________ $_____________ __________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and] Accepted: SOCIÉTÉ GÉNÉRALE, as Administrative Agent By: Title: [Consented to:] [Borrower Name] By: Title: [SOCIÉTÉ GÉNÉRALE, as an Issuing Bank] By: Title: [______________________________ , as an Issuing Bank] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forthANNEX 1 SPARK HOLDCO, to at least 9 decimalsLLC, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANKSPARK ENERGY, NATIONAL ASSOCIATIONLLC, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS SPARK ENERGY GAS, LLC, CENSTAR ENERGY CORP, and CENSTAR OPERATING COMPANY, L.P. By: BSMC GPLLC CREDIT AGREEMENT DATED AS OF JULY 8, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 2015 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONASSUMPTION AGREEMENT

Assigned Interest. RevolvingCommitment Assigned Facility Aggregate Maximum Amount of Revolving Credit Amount Commitments/ Loans for all Lenders Maximum Lenders2 Amount of Revolving Credit Amount Assigned Commitments/ Loans/Assigned3 Percentage Share Assigned of Revolving CommitmentCredit Commitments/Loans2 $ $ % $ $ % $ $ Loans for all Xxxxxxx0 CUSIP Number Revolving Credit Commitments/ Loans $[ ] $/[Currency] % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Select as applicable 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Closing Date and the Trade Date. 3 Must comply with Section 10.7(b)(i) of the Credit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitments/Loans of all Lenders. 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]5 Accepted: U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:]6 ONEBEACON INSURANCE GROUP, LTD. By: Name: Title: [Consented to:]7 [______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals], as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. Issuing Lender By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only : 5 Not required if the consent Assignee is a Lender or an Affiliate of the Administrative Agent Assignor. 6 Not required if a Specified Event of Default has occurred and is continuing or if the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund. 7 Include consents of each Issuing Lender if required by the terms pursuant to Section 10.7(b)(iii) of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned 1 Select as applicable. REVOLVING LOAN: Aggregate Maximum Credit Amount of Commitment for all Revolving Loan Lenders Maximum Credit Amount of Commitment Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment2 $ $ % $ $ % TERM LOAN: Aggregate Amount of Loans for all Term Loan Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans3 $ $ % Effective Date: _____________ ___, 20___ 20 (the “Effective Date”) [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE ASSIGNMENT REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 2 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Revolving Commitment/Loan Lenders thereunder. 3 Set forth, to at least 9 decimals, as a percentage of the Loans of all Term Loan Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [Consented to and3 AcceptedNAME OF ASSIGNOR] By: XXXXX FARGO BANKName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted and Acknowledged this day of , NATIONAL ASSOCIATION, : [JEFFERIES FINANCE LLC as Administrative Agent By _________________________________ Title[and as Swing Line Lender]]4 By: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYTORONTO DOMINION (NEW YORK) LLC, L.P. as an Issuer By: BSMC GPName: Title: THE TORONTO DOMINION BANK, L.L.C. as an Issuer By: Black Stone MineralsName: Title:]5 4 If required. 5 If required. [Accepted and Acknowledged this day of , L.P. : MITEL NETWORKS CORPORATION By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS MITEL U.S. HOLDINGS, INC. By: Name: Title:]6 6 If required. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONASSUMPTION AGREEMENT

Assigned Interest. RevolvingCommitment Assigned Facility Assigned3 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Amount of Commitment/ Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Commitment/ Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Name: Title: 22 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). 4 Set forth, to at least 9 8 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. Consented to5 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank By: Name: Title: [Consented to and3 AcceptedCONSENTED TO:]6 BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Titlean Issuing Bank By: By _________________________________ Name: Title: [CONSENTED TO: INSERT SIGNATURE BLOCKS FOR ANY ADDITIONAL ISSUING BANKS] [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. to:]7 SOUTHWESTERN ENERGY COMPANY By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of : 5 No Consent from the Administrative Agent is required by the terms for an assignment of the Credit Agreement 44 To be added only if the consent all or any portion of the Borrower and/or other parties (e.g. Issuing Bank) a Term Loan to an assignee that is required by the terms a Lender, an Affiliate of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONa Lender or an Approved Fund.

Assigned Interest. RevolvingCommitment Assigned REVOLVING LOAN: Aggregate Maximum Credit Amount of Revolving Loan Commitment for all Revolving Loan Lenders Maximum Credit Amount of Revolving Loan Commitment Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loan Commitment2 $ $ % $ $ % TERM LOAN: Aggregate Amount of Term Loans for all Term Loan Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans3 $ $ % Effective Date: _____________ ___, 20___ 20 (the “Effective Date”) [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loan Commitment of all Revolving Loan Lenders thereunder. 3 Set forth, to at least 9 decimals, as a percentage of the Term Loans of all Term Loan Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [Consented to and3 AcceptedNAME OF ASSIGNOR] By: XXXXX FARGO BANKName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Accepted and Acknowledged this day of , NATIONAL ASSOCIATION: [BANK OF AMERICA, N.A. as Administrative Agent By _________________________________ Title[and as a Swing Line Lender]]4 By: By _________________________________ Name: Title: [Consented to:4 BLACK STONE MINERALS COMPANYBANK OF AMERICA, L.P. N.A. (ACTING THROUGH ITS CANADA BRANCH) as Canadian Administrative Agent [and as a Swing Line Lender]]5 By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only : 4 Insert if the consent of the Administrative Agent is required by the terms under Section 12.10.2(c)(ii) or (iii) of the Credit Agreement 44 To be added only Agreement. 5 Insert if the consent of the Borrower and/or other parties required under Section 12.10.2(c)(ii) or (e.g. Issuing Bankiii) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS Agreement. [BANK OF AMERICA, N.A, as an Issuer By: Name: Title: BANK OF AMERICA, N.A (ACTING THROUGH ITS CANADA BRANCH), as an Issuer By: Name: Title:]6 [Accepted and Acknowledged this day of , : [MITEL NETWORKS CORPORATION By: Name: Title: MITEL U.S. HOLDINGS, INC. By: Name: Title:]7 6 Insert if required under Section 12.10.2(c)(iii) of the Credit Agreement. 7 Insert applicable Borrowers, if required under Section 12.10.2(c)(i) of the Credit Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONASSUMPTION AGREEMENT

Assigned Interest. RevolvingCommitment Aggregate Amount of Amount of [Term Percentage Assigned Aggregate Maximum Credit Amount [Term Loan Loan Commitment] of [Term Loan Commitment] [Term [Term Loans] Commitment] [Term Facility Assigned Loans] for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans]2 Term Loans $ $ % $ $ % $ $ % [7. Trade Date: ____________ ]3 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Set forth, Consented to at least 9 decimalsand Accepted: [NOVELIS INC., as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 AcceptedBorrower]5 By: XXXXX FARGO BANKName: Title: BANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 : 4 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 5 To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Assigned Facility Assigned2 Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Banks Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR ASSIGNOR: Address: Attn: By: Phone: Name: Fax: 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”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Banks thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. NAI-1519170929v11 ASSIGNEE: Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this day of , : AGENT: KEYBANK NATIONAL ASSOCIATION, as Agent By: Name: Title: Accepted and Approved this day of , : [NAME OF ASSIGNOR] THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To 5To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 Agreement. NAI-1519170929v11 Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAGREEMENT

Assigned Interest. RevolvingCommitment Class of Commitment / Loans Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ By: Title: 22 Consented to and Accepted: JPMORGAN CHASE BANK, N.A., Administrative Agent[, an Issuing Bank and Swingline Lender]3 By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: BSMC GP, L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title:] 33 thereunder. 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 Agreement. [Consented to:]4 MYRIAD GENETICS, INC. By: Title: 4 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 Agreement. ANNEX 1 I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. RevolvingCommitment Facility Assigned Aggregate Maximum Credit Amount of Commitment/ Loans for all Lenders Maximum Credit Lenders* Amount Assigned of Commitment/Loans Assigned* Percentage Share Assigned of Revolving Commitment/Loans2 CUSIP Number $ $ ____________% $ $ ____________% $ $ ____________% [7. Trade Date:_________]3 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ By Title: ASSIGNEE [NAME OF ASSIGNEE] By :______________________________ Title: 22 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [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 and3 and Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Administrative Agent By _________________________________ TitleBy: By _________________________________ TitleXxxxxxxx Carry Vice President BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender By: Xxxxx X. Xxxxxxx Managing Director [Consented to:4 BLACK STONE MINERALS COMPANYto:]4 ESSEX PORTFOLIO, L.P. L.P., a California limited partnership By: BSMC GPESSEX PROPERTY TRUST, L.L.C. By: Black Stone MineralsINC., L.P. By: Black Stone Minerals GP, L.L.C. a Maryland corporation its General Partner By _________________________________ Name: Title:] 33 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 44 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION: