Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6

Assigned Interest. Facility Assigned2 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/Commitments / Loans for all Lenders Assignor6 Amount of Commitment/Commitments / Loans Assigned Percentage Assigned of Commitment/Loans3 Commitments / Loans7 $ $ __________ % $ $ __________ % $ $ __________ % Effective [7. Trade Date: _______________]8 Effective Date: , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Amounts in this column and in the column immediately to the Administrative Agent right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least nine (9) decimals, as a percentage of the Commitment Loans of all Lenders thereunder. 8 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and]9 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:]10 SALESFORCE, INC., as Borrower By: Title: ____________________________ 4To 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 10 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders1 Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment2 ____________________3 $________________ $________________ ______________% $ $ ____________________ $________________ $________________ ______________% $ $ ____________________ $________________ $________________ ______________% [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 Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ByTitle: _____________________________________________ [NAME OF ASSIGNEE] Title: _____________________________ 2Fill in 1Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set Effective Date. 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 Form of Assignment and Assumption [NAME Consented to and]5 Accepted: BANK OF ASSIGNEE] AMERICA, N.A., as Administrative Agent By: _____________________________________________ Title: [Consented to and]4 Acceptedto:]6 FERRELLGAS, L.P. By: [NAME OF ADMINISTRATIVE AGENT]Ferrellgas, Inc., as Administrative Agent By ___________its general partner _________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 6To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Swing Line Lender, Issuing BankL/C Issuers) is required by the terms of the Credit Agreement. [______________________]6068800 000057 DALLAS 1872243.4 Form of Assignment and Assumption

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Loans110 Tranche BRestatement Effective Date Term Loans $350,000,000.00485,000,000.00 $______________ ____________% $ $ % $ $ Revolving Loans $101,250,000.00117,500,000.00 $______________ ____________% 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 1[10] Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom Commitment/Loans of all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________:_______________________ Title: ______ASSIGNEE By:_______________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, Title: Consented to at least 9 decimalsand Accepted: BARCLAYS BANK PLC, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] as Administrative Agent By: ______________________:_______________________ Title: [Consented to and]4 Acceptedto: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By _____________By:_______________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 1 1To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required for the applicable assignment by the terms of the Credit Agreement. [______________________]6The $451,250,000602,500,000 Amended and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July 1, 20122016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Credit Parties and [its] [their] Related Parties their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: NAME OF ASSIGNOR By:______________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) Title: 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. ASSIGNEE [NAME OF ASSIGNEE] By: _________________________________ NAME OF ASSIGNEE By:______________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By ___By_________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____TD AMERITRADE HOLDING CORPORATION By________________________________ Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Title: 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Percentage Assigned Of Aggregate Amount of All Amount of Commitment/ Outstanding Commitment/Loans Loans CUSIP Commitments/ Assignor[s]5 Assignee[s]6 for all Lenders Amount of Commitment/Lenders7 Assigned Number Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % $_______________ $_________ [7. Trade Date: __________________]8 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the Administrative Agent a 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 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]9 Accepted: [NAME OF ADMINISTRATIVE AGENT]MIZUHO BANK, LTD., as Administrative Agent By ___By: _________________________________ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By ____to: TECH DATA CORPORATION, as Borrower By: _________________________________ Name: Title: ____________________________ 4To ]10 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 10 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned2 Assigned12 Aggregate Amount of Commitment/Loans for all Lenders Lenders13 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans14 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % Effective [7. Trade Date: _______________, 20___ _]15 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill 10 List each Assignor, as appropriate. 11 List each Assignee, as appropriate. 12 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment”) 3Set , etc.). 13 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. 14 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE 15 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and]16 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:]17 By: Title: ____________________________ 4To 16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/Loans3 ] [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.] The Assignee agrees to deliver to This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsotherwise agrees. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: [_____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEEDesignated Company] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. By: Name: Title: [______________________]6, as Administrative Agent By: 967770.02F-CHISR01A - MSW EXHIBIT B-3 Name: Title: 967770.02F-CHISR01A - MSW

Assigned Interest. Facility Assigned2 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans 2 $ $ % $ $ % $ $ % Effective Date: [__________] [_____], 20201[___ _] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees _______________ 2 Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom Commitment/Loans of all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] : By: ____________________________ Name: __________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] : By: _____________________________________________ TitleName: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: __________________ Consented to and Accepted: UNION BANK, N.A., as [Administrative Agent,] 3 Swingline Lender and Issuing Bank By: __________________ 4To Name: __________________ Title: __________________ ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: __________________ Name: __________________ Title: __________________ BANK OF AMERICA, N.A., as an Issuing Bank By: __________________ Name: __________________ Title: __________________ CITIBANK, N.A., as an Issuing Bank By: __________________ Name: __________________ Title: __________________ U.S. BANK NATIONAL ASSOCIATION, as an Issuing Bank By: __________________ Name: __________________ Title: __________________ [If additional Issuing Banks, add additional signature blocks for consent] _______________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties Agreement (e.g. Swingline Lender, Issuing BankSee Section 9.04(b) is required by the terms of the Credit Agreement). [Consented to:] 4 HOLLYFRONTIER CORPORATION, as Borrower By: __________________ Name: _____]6_____________ Title: __________________ _______________ 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. (See Section 9.0(b) of the Credit Agreement).

Assigned Interest. Facility Assigned2 Assignor 1 Assignee 2 Aggregate Amount of Commitment/Loans Advances for all Lenders 3 Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Advances 4 CUSIP Number $ $ % $ $ % $ $ % Effective [7. Trade Date: ______________]5 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ 2Fill in Title: 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunder. ASSIGNEE 5 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] Consented to and]6 Accepted: CITIBANK, N.A., as Agent By: _____________________________________________ Title: [Consented to and]4 Accepted: to:]7 [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____RELEVANT PARTY] By: ________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assigned22Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) Aggregate Amount of Commitment/Loans for Loansfor all Lenders Amount of Commitment/Loans Assigned Percentage Assigned AssignedofCommitment/Loans33Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans3 Loans of all Lenders thereunder. $ $ % $ $ % $ $ % Effective Date: _______________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the other Loan Parties] Parties and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] ByASSIGNOR]By: _____________________________________________ Title: ASSIGNEE[NAME OF ASSIGNEE]By: _____________________________ 2Fill in Title: [Consented to and]44To be added only if the appropriate terminology for consent of the types Administrative Agent is required by the terms of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.Agreement. Accepted:JPMORGAN CHASE BANK, “Revolving Commitment”) 3Set forthN.A., to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] ByasAdministrative AgentBy: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]to:]55To be added only if the consent of the Borrower and/or other parties (e.g., as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME Issuing Banks) is required by the terms of the Credit Agreement.[NAME OF RELEVANT PARTY] By _____________________________________ TitlePARTY]By: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6Title:

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Term Loans for all Lenders Term Lenders7 Amount of Commitment/Term Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Term Loans8 $__________ $__________ __________% $ $ $__________ $__________ __________% $ $ $__________ $__________ __________% $__________ $__________ __________% [7. Trade Date: __________________]9 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the Administrative Agent 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 Term Loans of all Term Lenders thereunder. 9 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Name Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Name Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]and Accepted:]10 PEAK6 INVESTMENTS, L.P., as Administrative Agent By ____________________________________ By: Name Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:]11 INTERSECTIONS INC., as Borrower Representative By: Name Title: ____________________________ 4To 10 To be added only if unless such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund. 11 To be added unless: (i) an Event of Default has occurred and is continuing at the time of assignment, or (ii) the assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund; provided that the Borrower Representative shall have deemed to consent of the to any assignment unless it shall object by written notice to Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties within five (e.g. Swingline Lender, Issuing Bank5) is required by the terms of the Credit Agreement. [______________________]6Business Days after having received notice thereof.

Assigned Interest. 15Select as applicable. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Loans10 Tranche B Term Loans $350,000,000.00 $______________ ____________% $ $ % $ $ Revolving Loans $101,250,000.00 $______________ ____________% 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 10Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom Commitment/Loans of all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsLenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ______________________:_______________________ Title: ______ASSIGNEE By:_______________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, Title: Consented to at least 9 decimalsand Accepted: BARCLAYS BANK PLC, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Administrative Agent By: ______________________:_______________________ Title: [Consented to and]4 Acceptedto: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By _____________By:_______________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To ]17 17To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required for the applicable assignment by the terms of the Credit Agreement. [______________________]6The $451,250,000 Credit and Guaranty Agreement, dated as of October 10, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of Borrower, as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and RBC CAPITAL MARKETS18 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]66 6 Describe Credit Agreement at option of Administrative Agent.

Assigned Interest. Facility Assigned2 Assigned7 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans8 $ $ % $ $ % $ $ % Effective [7. Trade Date: ______________]9 _____________________________ 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]10Accepted: JPMORGAN CHASE BANK, N.A. as Agent By: Title: [Consented to]11: [JPMORGAN CHASE BANK, N.A. as L/C Issuer][and Swing Line Lender] By: Title: [CADENCE DESIGN SYSTEMS, INC., a Delaware corporation] By: Title: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 10 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date. 5To 11To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing BankL/C Issuer) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Commitments7 Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Commitment/ LC Exposure/ Loans8 CUSIP Number $____________ $____________ __________% $ $ $____________ $____________ __________% $ $ % Effective Date: _________________ 5 List each Assignor, 20as appropriate. 6 List each Assignee, as appropriate. 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. [7. Trade Date: ___ ________]9 Effective Date: _________, 201[_] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________ 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[S]: [NAME OF ASSIGNOR[S] By: Title: ASSIGNEE[S] By: Title: [Consented to and]10 Accepted: as Administrative Agent and/or Issuing Bank By: Title _________________________ 10 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. a Delaware limited liability company By: Name: Title: a Delaware limited liability company By: Name: Title: a Delaware limited liability company By: Name: Title: By: Name: Title: a Delaware limited liability company By: Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 11 To be added only if the consent of the Administrative Agent is Borrowers are required by the terms of the Credit Agreementunder Section 12.06(b)(iii)(A). 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 Commitment8 $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% [8. Trade Date: __________________]9 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR[S]10 By: _____________________________________________ Title: _____________________________ 2Fill 5 List each Assignor, as appropriate. 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set 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 Commitment of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] 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. 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). By: _____________________________________________ Title: [ASSIGNEE[S]11 By: Title: By: Title: Consented to and]4 and Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ ▇▇▇▇▇ ▇▇ WH LLC, as Borrower By: Title: ____________________________ 4To be added only 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6applicable).

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned2 Assigned11 Aggregate Amount of Commitment/Loans for all Lenders Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment/ Loans13 CUSIP Number _______________, 20_ $________________ $________________ ________________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 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 Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[9 List each Assignor, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the as appropriate. 10 List each Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsas appropriate. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill 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.e.g. “Initial Loans”, “Revolving CommitmentExtended Loans”) 3Set , 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. ASSIGNEE 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: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]15 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to J. CREW GROUP, INC. By: Name: Title: ____________________________ 4To ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[Company, the Loan Parties] other Borrowers and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ Title: ASSIGNEE [NAME OF ASSIGNOR] By: _______________________________________ Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor[s]20 Assignee[s]21 Facility Assigned2 Assigned22 Aggregate Amount of Commitment/Loans for all Lenders Lenders23 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans24 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % [7. Trade Date: __________________]25 18 Include if an Affiliated Lender 19 Include if an Affiliated Lender 20 List each Assignor, as appropriate. 21 List each Assignee, as appropriate. 22 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Commitment”, etc.). 23 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. 24 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans3 $ $ % $ $ % $ $ % Loans of all Lenders thereunder. 25 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ][, in its capacity as an Affiliated Lender]26 By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] ][, in its capacity as an Affiliated Lender]27 By: _____________________________________________ Title: [Consented to and]4 and Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only 26 Include if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only an Affiliated Lender 27 Include if the consent of the Borrower and/or other parties (e.g. Swingline an Affiliated Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6

Assigned Interest. Facility Assigned2 Aggregate Amount 5 Select as applicable. FacilityAssigned6 Aggregateamount ofoutstandingLoans beingassigned hereinby Assignor* Aggregateamount ofOutstandingLoans held by allLenders Percentage ofoutstandingLoans of Commitment/Loans for all Lenders Amount allLenders beingassigned hereinto Assignee7 Percentage ofoutstandingLoans of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 allLenders retainedby Assignor7 $ $ % $ $ % $ $ % Effective [7. Trade Date: _______________, 20_____________]8 Effective Date: ___________ ___, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level syndicate‑level information (which may contain material non-public non‑public information about the Borrower[, Borrowers and the Loan Parties] and [its] [their] Related Parties or their respective its 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: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: __________________________________ Title: [Consented to and] 9 Accepted: __________________________ Title: [Consented to and]4 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By _________By: ___________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By __________to:]10 6 Revolving Loan, L/C/ Obligations or Swing Line Loan 7Set forth, to at least 9 decimals, as a percentage of the outstanding Loans of all Lenders. 8To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 9To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. *Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. GLOBAL PAYMENTS INC. By: ___________________________ Title: _[Consented to:]11 BANK OF AMERICA, N.A., as Swing Line Lender By: ___________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline LenderTitle: [Consented to:]12 BANK OF AMERICA, Issuing Bank) is required by the terms of the Credit Agreement. [N.A., as L/C Issuer By: ______________________]6_____ Title:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Assignor[s]7 Assignee[s]8 for all Lenders Amount of Commitment/Loans Lenders9 Assigned Percentage Assigned of Commitment/Loans3 Loans10 Number $ $ % $ $ % $ $ % Effective [7. Trade Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title]11 Effective Date: ___________________________, 20__ 2Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Byand Assumption are hereby agreed to: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. ASSIGNOR [_____________________] By: Title: ASSIGNEE [_]6____________________] By: Title: 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. Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent] 12 [_____________________] By: Title: Consented to: [CLIFFS NATURAL RESOURCES INC.] 13 [_____________________] By: Title: 12 To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement. 13 To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective [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 Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.Title: [Consented to and]5 Accepted: BANK OF AMERICA, “Revolving Commitment”) 3Set forth, to at least 9 decimalsN.A., as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Agent By: _____________________________________________ Title: [Consented to and]4 Accepted: to:]6 [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____L/C Issuer][and Swing Line Lender] By________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.) * 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 Commitment/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. 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Aggregate Amount of CommitmentAGGREGATE AMOUNT OF AMOUNT OF PERCENTAGE COMMITMENT/Loans for all Lenders Amount of CommitmentLOANS COMMITMENT/Loans Assigned Percentage Assigned of CommitmentLOANS ASSIGNED OF FACILITY ASSIGNED FOR ALL LENDERS* ASSIGNED* COMMITMENT/Loans3 $ $ LOANS(1) CUSIP NUMBER ----------------- ---------------- ---------------- ------------------- ------------ ___________ $____________ $________________ ______________% $ $ ___________ $____________ $________________ ______________% $ $ % [7. Trade Date: __________________](2) Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR -------- [NAME OF ASSIGNOR] By: _____________________________________________ Title: ASSIGNEE -------- [NAME OF ASSIGNEE] By: _____________________________ 2Fill in Title: ---------------- *Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment Effective Date. (e.g., “Revolving Commitment”1) 3Set Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. (2) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ASSIGNEE [NAME OF ASSIGNEE] Consented to and](3) Accepted: FLEET NATIONAL BANK, as Administrative Agent By: _____________________________________________ Title: [Consented to and]4 Acceptedto:](4) By: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To ------------------ (3) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans1 Initial Term Loans $ $ % Delayed Draw Term Loans $ $ % 2025-1 Delayed Draw Term Loans $ $ % Effective Date: _:______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]2 Accepted: [NAME OF ADMINISTRATIVE AGENT]WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By By: ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Name: Title: [Consented to: DROPBOX, INC., as Borrower By: ______________________________________ 4To Name: Title:]3 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 3 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) Company is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assignor[s]3 Assignee[s]4 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders5* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Commitment 6 CUSIP Number [7. Trade Date:__________________] 7 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees 3 List each Assignor, as appropriate. 4 List each Assignee, as appropriate. 5 ** * Amount to deliver be adjusted by the counterparties to take into account any payments or prepayments made between the Administrative Agent a completed Administrative Questionnaire in which Trade Date and the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsEffective Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: ____________Title: [Consented to and] 8 Accepted: BANK OF AMERICA, N.A., as Administrative Agent [, New Vehicle By: _________________________________ Title: [Consented to and]4 Acceptedto:] 9 SONIC AUTOMOTIVE, INC. By: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 8 To be added only if the consent of the Administrative Agent Agent, New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender, as applicable, is required by the terms of the Credit Agreement. 5To 9 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) Company is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor[s]4 Assignee[s]5 Facility Assigned2 Assigned 6 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: Commitment 8 CUSIP Number ______________ $ __, 20____________ $ ______________ ____________ % ______________ $ ______________ $______________ ____________% ______________ $ ______________ $ ______________ ____________ % [7. Trade Date: ] 9 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[4 List each Assignor, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the as appropriate. 5 List each Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsas appropriate. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Credit Commitment”) 3Set , 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 Commitment of all Lenders thereunder. ASSIGNEE 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: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and] 10 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:] 11 By: Title: ____________________________ 4To 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned2 Assigned8 Aggregate Amount of Revolving Credit Commitment/Loans for all Lenders Lenders9 Amount of Revolving Credit Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Revolving Credit Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: $ _________ ______________ % $ ________________ 2Fill $ _________ ____________ % $ ________________ $ _________ ____________ % 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 and Assumption (e.g., “Revolving Commitment”) 3Set Credit Commitments,” “Extended Revolving Credit Agreements,” 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. ASSIGNEE [7. Trade Date: ]11 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.] 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]12 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTYto: [ ] By _____________________________________ By: Name: Title: ____________________________ 4To ]13 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective [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 Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.Title: [Consented to and]5 Accepted: BANK OF AMERICA, “Revolving Commitment”) 3Set forth, to at least 9 decimalsN.A., as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Agent By: _____________________________________________ Title: [Consented to and]4 Accepted: to:]6 [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____L/C Issuer][and Swing Line Lender] By________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer] By _____By________________________________ Title: [JPMORGAN CHASE BANK, N.A., as L/C Issuer] By________________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline LenderTitle: [MUFG UNION BANK, Issuing Bank) is required by the terms of the Credit Agreement. [N.A., as L/C Issuer] By______________________]6__________ Title: [________________, as L/C Issuer] By________________________________ Title: [VECTREN UTILITY HOLDINGS, INC.] By________________________________ Title: 1 Select as applicable. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.) * 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 Commitment/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. 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Parties and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE[NAME OF ASSIGNEE] By: Title: ________________________ 3 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Consented to:]6 BRIXMOR OPERATING PARTNERSHIP LP By: _____________Brixmor OP GP LLC, its general partner By:________________________________ TitleName: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans6 CUSIP Number $ _______________ $ _________ ___________ % $ _______________ $ _________ ___________ % $ _______________ $ _________ ___________ % [7. Trade Date: __________________]7 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[4 List each Assignor, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the as appropriate. 5 List each Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsas appropriate. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]1 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:]2 AFFILIATED MANAGERS GROUP, INC. By: Name: Title: ____________________________ 4To 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of Percentage Assigned Commitment/Loans Loans/LC Commitment/Loans/ of Commitment/ Exposure for all Lenders Amount of CommitmentLC Exposure Assigned Loans/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % LC Exposure(1) $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees ---------- (1) Set forth, to deliver to at least 9 decimals, as a percentage of the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom Commitment/Loans/LC Exposure of all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsLenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: Consented to and accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals[ISSUING BANK], as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Issuing Bank By: ____________:_________________________________ Name: Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____to:](2) AMERADA ▇▇▇▇ CORPORATION By:________________________________ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To ---------- (2) The Company's consent will not be added only required if an Event of Default has occurred and is continuing or the consent assignment is to an Affiliate of the Administrative Agent is required by the terms of the Credit AgreementAssignor. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6ANNEX I AMERADA ▇▇▇▇ CORPORATION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned2 Assignor[s]13 Assignee[s]14 Aggregate Commitments15 Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Commitment/ LC Exposure/ Loans16 CUSIP Number $____________ $____________ __________% $ $ $____________ $____________ __________% $ $ $____________ $____________ __________% [7. Trade Date: __________]17 Effective Date: _________, 201[______, 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 ____________________________ 13 List each Assignor, as appropriate. 14 List each Assignee, as appropriate. 15 Amounts in this column and in the column immediately to the Administrative Agent right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 17 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORASSIGNOR[S] By: Title: [NAME OF ASSIGNEE[S] By: Title: [Consented to and]18 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and/or Issuing Bank By: Title: ____________________________ 18 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. [Consented to:]19 FELCOR AUSTIN DOWNTOWN HOTEL, L.L.C. ▇▇▇▇▇▇ ▇▇▇▇▇▇ PLAZA OWNER, L.L.C. FELCOR/LAX HOTELS, L.L.C. CHARLESTON ▇▇▇▇▇ HOUSE HOTEL, L.L.C. FELCOR SANTA ▇▇▇▇▇▇ OWNER, L.L.C. FELCOR UNION SQUARE HOTEL, L.L.C. FELCOR ST. ▇▇▇▇ OWNER, L.L.C. FELCOR AUSTIN DOWNTOWN LESSEE, L.L.C. ▇▇▇▇▇▇ ▇▇▇▇▇▇ PLAZA LEASING, L.L.C. FELCOR LAX LESSEE, L.L.C. CHARLESTON ▇▇▇▇▇ HOUSE LESSEE, L.L.C. FELCOR SANTA ▇▇▇▇▇▇ LESSEE, L.L.C. FELCOR UNION SQUARE LESSEE, L.L.C. FELCOR ST. ▇▇▇▇ LEASING (SPE), L.L.C. In each case by: By: Name: Title: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 19 To be added only if the consent of the Administrative Agent is Borrowers are required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6under Section 12.06(b)(iii)(A).

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/Loans3 ] [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. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and Accepted: [NAME NOVELIS INC., as Borrower] 5 By: Name: Title: BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By ______________________________________ Title: ____________________________ 4To 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. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

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

Assigned Interest. Assignor Assignee Facility Assigned2 Assigned4 Aggregate Amount of Commitment/Commitment / Loans for all Lenders Amount of Commitment/Commitment / Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans3 Loans5 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Name: Title: _____________________________ 2Fill 4 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., e.g. “Initial Revolving Commitment”, “Extended Revolving Commitment”, “Refinancing Revolving Commitment” etc.) 3Set 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 and]6 Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By ___By: _________________________________ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: ________________________________ TitleName: Title:]7 [Consented to: [●], as Issuing Lender By: ________________________________ 4To Name: Title:]8 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned PercentageAssigned of Commitment/Loans3 $ $ % $ $ % $ $ % Commitment8 CUSIP Number [7. Trade Date: __________________] 9 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver _______________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the Administrative Agent 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 of all Lenders thereunder. 9 To be completed Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________ Title: [NAME OF ASSIGNEE] By: ____________________________ Title: Consented to and Accepted: BANK OF AMERICA, N.A. as Swing Line Lender and L/C Issuer By: _________________________________ Title: [Consented to and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: _____________________________ 2Fill in 10 To be added only if the appropriate terminology for consent of the types Administrative Agent is required by the terms of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderAgreement. ASSIGNEE [NAME OF ASSIGNEE] Consented to:]11 INVESCO FINANCE PLC By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 11 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 1. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6Representations and Warranties.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans5 $ $ % $ $ % $ $ % Effective Closing Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE CLOSING DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By __* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Closing Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment / Loans of all Lenders thereunder. By: __________________________________ Title: [Consented to:]5 to:]6 [NAME OF RELEVANT PARTY] By ____CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC) By: _________________________________ Title: ____________________________ 4To be added only if the consent :] 6 So long as no Default or Event of the Administrative Agent Default has occurred or is required by the terms of the Credit Agreement. 5To be added only if continuing, the consent of the Borrower and/or other parties is required under §15.2(a) of the Credit Agreement for any assignment under $5,000,000, unless either (e.g. Swingline A) the assignment of is for the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or (B) the assignment is to a Lender, Issuing Bank) an Affiliate of a lender or an Approved Fund. In addition, unless a Default or an Event of Default has occurred and is continuing, the consent of the Borrower is required by if the terms Assignee is being designated an “Eligible Assignee” pursuant to clause (d) of the definition of Eligible Assignee in the Credit Agreement. [______________________]6THE FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 3, 2010, AMONG CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC), THE LENDERS PARTIES THERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO

Assigned Interest. Facility Assigned2 Assigned9 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 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.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ Title: Accepted: CITIZENS BANK, N.A., as Administrative Agent By:______________________________________ Name: Title: _____________________________ 2Fill in TRC COMPANIES, INC. as the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Borrower12 By: _______:______________________________________ Name: Title: [Consented 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Commitment,” etc.) 10 Set forth, to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]at least 9 decimals, as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]612 If required.

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned2 Assigned10 Aggregate Amount of Commitment/Loans for all Lenders Lenders11 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans12 CUSIP Number $ $ % $ $ % $ $ % Effective [8. Trade Date: _______________]13 8 List each Assignor, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[as appropriate. 9 List each Assignee, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsas appropriate. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill 10 Fill in the appropriate terminology for the types of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g.e.g. “Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”) 3Set , “Refinancing Term Loans”, “Extended Term Loans”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 Acceptedand]14 Accepted for Recordation in the Register: [NAME THE BANK OF ADMINISTRATIVE AGENT]NOVA SCOTIA, as Administrative Agent By ____________________________________ By: Name: Title: [Consented to:]5 [NAME to:]15 THE BANK OF RELEVANT PARTY] By _____________________________________ NOVA SCOTIA, as L/C Issuer By: Name: Title: ____________________________ 4To 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) L/C Issuer is required by the terms of the Credit Agreement. [______________________]6Consented to:]16 THE BANK OF NOVA SCOTIA, as Swing Line Lender By: Name: Title: [Consented to]:17 CABLE & WIRELESS LIMITED By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Aggregate Amount of Commitment/Loans3 Loans1 $ $ % $ $ % $ $ % Effective [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: _____________________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: _____________________________________________ Name: Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to:]5 [NAME OF RELEVANT PARTY] By to and]3 Accepted: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _______________________________________ Name: Title: [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as L/C Issuer] By: _______________________________________ Name: Title: _______________________________ 4To 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Tranche A Commitment [$] [$] % $ $ Tranche B 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 Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Parties and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Revolving Credit (includes participations in Letters of Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Issuing Lender By_________________________________ Name: Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.▇▇▇▇▇ FARGO BANK, “Revolving Commitment”) 3Set forth, to at least 9 decimalsNATIONAL ASSOCIATION, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Issuing Lender By: _____________________________________________ Name: Title: [Consented to and]4 Accepted: [NAME ROYAL BANK OF ADMINISTRATIVE AGENT]CANADA, as Administrative Agent By ___Issuing Lender By_________________________________ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. By________________________________ Name: Title: ____________________________ 4To 5 To be added only if the consent of the Administrative Agent Kimco is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[Company, the Loan Parties] other Borrowers and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________________ Title: ASSIGNEE [NAME OF ASSIGNOR] By: _______________________________________ Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Title: [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement. 5To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) Banks is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor List each Assignor, as appropriate. Assignee List each Assignee, as appropriate. Facility Assigned2 Assigned 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,” “Letter of Credit Commitment,” etc.) Aggregate Amount of Commitment/Loans Advances for all Lenders Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans3 Advances Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. CUSIP Number $ $ % $ $ % $ $ % Effective [7. Trade Date: ______________] To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _______________:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ 2Fill in Title: [Consented to and] To be added only if the appropriate terminology for consent of the types Agent is required by the terms of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.Agreement. Accepted: CITIBANK, “Revolving Commitment”) 3Set forth, to at least 9 decimalsN.A., as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] Agent By: _____________________________________________ Title: [Consented to and]4 Accepted: to:] 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. [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____RELEVANT PARTY] By: ________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Parties and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________:_________________________ Title: Name:_______________________ Title:________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_________________________ Name:_______________________ Title:________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., e.g. “Revolving Commitment”,” “Term Commitment,” etc.) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [Consented to and]4 Accepted: [NAME OF ASSIGNEEADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: _________________________ Name:_______________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By :________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By ______________Name:_______________________ Title: ____:________________________ 4To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned2 Assigned8 Aggregate Amount of Commitment/Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 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.] The Assignee agrees to deliver 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. “Term B Commitment”, etc.). 9 Amounts in this column and in the column immediately to the Administrative Agent 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 Administrative Questionnaire in which if the Assignor and the Assignee designates one or more Credit Contacts intend that the minimum assignment amount is to whom all syndicate-level information (which may contain material non-public information about be determined as of the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and]12 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ to:]13 EXOPACK, LLC By: Title: ____________________________ 4To CELLO-FOIL PRODUCTS, INC. By: Title: 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Parties and [its] [their] Related Parties their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s '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 OF ASSIGNOR By:_____________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: _________________________________ NAME OF ASSIGNEE By:______________________________ Name: Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Title: 1Fill 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 Commitment,” “Tranche B Term Commitment”). 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 509265-1594-11436-13799415 [Consented to:]5 [NAME OF RELEVANT PARTYto and] By ____To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. WORLD WRESTLING ENTERTAINMENT, INC. By________________________________ Name: Title: [NAME OF ANY OTHER RELEVANT PARTY] By________________________________ Name: Title: _______________________________ 4To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 4To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing BankLender) is required by the terms of the Credit Agreement. [______________________]6509265-1594-11436-13799415

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of Percentage Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage of Facility Assigned of for all Lenders Assigned Commitment/Loans3 $ $ Loans(1) --------------------------- ---------------- ---------------- ------------------- Revolving Loan Commitment $_____________ $_____________ __________% $ $ % $ $ Term Loan Commitment $_____________ $_____________ __________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent By ___By: _________________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By ____By: _________________________________ Title: (1) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to: OXFORD HEALTH PLANS, INC.]1 By: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6_ Title: (1) Only to the extent no Event of Default has occurred and is continuing. ANNEX 1 OXFORD HEALTH PLANS, INC. $450,000,000 CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Assigned Interest. Facility Assigned2 Assignor[s]11 Assignee[s]12 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned13 Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Loans14 $________________ $_______________ ______________% $ $ % $ $ % [7. Trade Date: __________________]15 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________________ Title: _____________________________ 2Fill in ASSIGNEE [NAME OF ASSIGNEE] By: Title: 11 List each Assignor, as appropriate. 12 List each Assignee, as appropriate. 13 Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set Effective Date. 14 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________________ Title: [Consented 15 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to and]4 Accepted: be determined as of the Trade Date. [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ By: Title: [Consented to:]5 to:]16 [NAME OF RELEVANT PARTY] By _____________________________________ By: Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To 16 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Swing Line Lender, Issuing BankL/C Issuer) is required by the terms of the Credit Agreement. [______________________]6.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] Parties and [its] [their] their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name:____________________________ Title:_____________________________ [NAME OF ASSIGNEE] By:______________________________ Name:___________________________ Title:_____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent[, Issuing Bank and Swingline Lender] By:________________________________ Title: Name:______________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title:_______________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:________________________________ Title: [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Name:______________________________ Title:_______________________________ Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5To 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6.