Common use of Assigned Interest Clause in Contracts

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

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

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Agent, Issuing Bank and Swingline Lender By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable lawsLaws, including Federal and state securities lawsLaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Revolving Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Revolving Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Revolving Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]4 [ISSUING BANK] By: Name: Title: [Consented to:]5 MARATHON PETROLEUM CORPORATION By: Name: Title: 4 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement (in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: ____________________, 20 201_ [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 Citibank, N.A., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Company and its and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 By Title: 4 3 To be added only if the consent of the Administrative Agent Agents is required by the terms of the Credit Agreement.

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

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

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

Assigned Interest. [7. Trade Date: ]1 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Commitment/ Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. 1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] Consented to and*]Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: 3 Set forth[Consented to:*] ASSURANT, INC. By: Title: * Only if required pursuant to at least 9 decimals, as a percentage Section 8.1A of the Term Loan Commitment/Term Loans of all Lenders thereunderAgreement. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Annex 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

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

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

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

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsRevolving Credit Commitment/Term Revolving Credit Loans for all Lenders Amount of Term Loan Revolving Credit Commitment/Term Revolving Credit Loans Assigned Percentage Assigned of Term Loan Revolving Credit Commitment/Term Loans3 Revolving Credit Loans 1 $ $ % $ $ % $ $ % Effective Date: _____________ ______, 20 202_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: 3 1 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Revolving Credit Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan Commitments/Term Commitment/ Loans for of all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan the Aggregate Amount of Commitment/Term Loans3 $ $ % $ $ % Loans2 Commitments/Loans $ $ % Effective Date: ________ __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information MNPI about the Borrower, its the Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. The terms set forth above are hereby agreed to: [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]_____________, as Assignor, XXXXXXX SACHS BANK USA, as Administrative Agent By Agent, By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By By: Name: Title: _____________, as Assignee, 4 To be added only if the Consented to: [KEYSIGHT TECHNOLOGIES, INC., By: Name: Title: By: Name: Title:]5 3 No consent of the Administrative Agent is required by the terms for an assignment to a Lender, an Affiliate of the Credit Agreementa Lender or an Approved Fund.

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

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans1 $ $ % $ $ % $ $ % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 1 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 Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] Consented to and*]Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Acceptedto:*] ASSURANT, INC. (d/b/a Assurant Group) By: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is * If required by the terms pursuant to Section 8.1A of the Credit Agreement.. Annex 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

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

Assigned Interest. Aggregate Amount of Term Loan Commitments/Commitment / Term Loans for all Lenders Amount of Term Loan Commitment/Commitment / Term Loans Assigned Percentage of Assigned of Term Loan Commitment/Commitment / Term Loans3 Loans 2 $ $ % $ $ % $ $ % Effective Date: ________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates designation of one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Commitment / Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. NEDBANK LIMITED, as Administrative Agent By Title: Exhibit A - Assignment and Assumption 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term All Outstanding Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Loans Assigned2 Term Loan Commitment/Term Loans3 $ $ % $ $ % Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securitiesParties) will shall be made available and who may shall receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal, state and state provincial securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Byby Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Byby Name: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Acceptedby: [NAME OF ADMINISTRATIVE AGENT]Z INVESTMENT HOLDINGS, LLC, as Administrative Agent By by Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By XXXX CORPORATION, by Name: Title: 4 ]3 3 To be added only included if the consent of the Administrative Agent is required by the terms under Section 10.06(b) of the Credit Agreement.. TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: ____________________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Company and its and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderLenders. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan applicable Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By By: Name: Title: [Consented to:]5 XHR LP, as Borrower By: XHR GP, Inc., its general partner By: Name: Title: [NAME OF RELEVANT PARTY] By Consented to:]6 [ ], as Issuing Bank By: Name: Title: [Consented to:]7 [ ], as Swingline Lender By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 Bridge Facility $ $ % $ $ % Bridge Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Company and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Bridge Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 DIEBOLD, INCORPORATED By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Bridge Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans Revolving Credit Exposure for all Lenders Amount of Term Loan Commitment/Term Loans Revolving Credit Exposure Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Revolving Credit Exposure4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 to:]6 [NAME OF RELEVANT PARTY] By Title: 4 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]5 to: [NAME OF RELEVANT PARTY] THE XXXXXX COMPANIES, INC., as Borrower By Title: 4 Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Term Loan Commitments/Term Loans for of all Lenders Principal Amount of Term Loan Commitment/Term the Commitment Assigned2 Principal Amount of Outstanding Loans Assigned3 Commitment Assigned as a Percentage Assigned of Term Loan Commitment/Term Loans3 Aggregate Commitments4 $ $ % $ $ % $ $ % Effective Date: ________ __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information MNPI about the Borrower, its the Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms 2 Must comply with the minimum assignment amounts set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Section 10.04 of the Credit Agreement. 3 Must comply with the minimum assignment amounts set forth in Section 10.04 of the Credit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans aggregate Commitments of all Lenders thereunderLenders. The terms set forth above are hereby agreed to: [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT]_____________, as Assignor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Agent, By: By: Name: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the _____________, as Assignee, 6 Consented to: [AGILENT TECHNOLOGIES, INC., By: By: Name: Name: Title: Title:]7 5 No consent of the Administrative Agent is required by the terms for an assignment to a Lender, an Affiliate of the Credit Agreementa Lender or an Approved Fund.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Term Loan CommitmentsRevolving Line Portion/Term Loans for all Lenders Amount of Term Loan CommitmentRevolving Line Portion/Term Loans Assigned Percentage Assigned of Term Loan CommitmentRevolving Line Portion/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan CommitmentRevolving Line Portion/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 AKORN, INC. By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 201 5 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 4 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 5 To be inserted by Administrative Agent and which shall be the Effective Date of recordation of transfer in the register therefor. [Consented to and]4 and]6 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 $300,000,000 364-DAY REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned4 Aggregate Amount of Term Loan Commitments/Term Commitment / Loans for all Lenders Amount of Term Loan Commitment/Term Commitment / Loans Assigned Assigned3 Percentage Assigned of Term Loan Commitment/Term Loans3 Commitment / Loans5 CUSIP Number $ $ % $ $ % $ $ % Effective Date: ______________ ___, 20 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans /Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one on or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Esmark, the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]ESSAR STEEL HOLDINGS LIMITED, as Administrative Agent By Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Assigned* Percentage Assigned of Term Loan Commitment/Term Loans3 Loans7 $ $ % $ $ % $ $ % [7. Trade Date: ______________]8 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMorgan Chase Bank, N.A. as Administrative Agent By Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:] CITRIX SYSTEMS, INC. By Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, unless the Assignee is a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By Title: By Title: [Consented to:]5 to and] Accepted: [NAME OF RELEVANT PARTY] ], as Borrower, By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By Title: ANNEX 1 TO FORM OF ASSIGNMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its affiliates, the Loan Parties and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted:4 JPMORGAN CHASE BANK, N.A., as Administrative Agent, By: Name: Title: [MASTERBRAND, INC.,] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented 4 Consents to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if included to the consent of the Administrative Agent is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME THE BANK OF ADMINISTRATIVE AGENT]NOVA SCOTIA, as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to: THE XXXXXX COMPANIES, INC., as Borrower By Title: 4 Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 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 in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTYName of Relevant Party] By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor Assignee Aggregate Amount of Term Loan Commitments/Term Commitment / Loans for all Lenders Amount of Term Loan Commitment/Term Commitment / Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Commitment / Loans20 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 credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 20 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]21 Accepted: [NAME OF ADMINISTRATIVE AGENT]JEFFERIES FINANCE LLC, as Administrative Agent By By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Titleto: 4 REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: Name: Title:]22 21 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan Commitments/Commitment / Term Loans for all Lenders Amount of Term Loan Commitment/Commitment / Term Loans Assigned Percentage of Assigned of Term Loan Commitment/Commitment / Term Loans3 Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates designation of one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Commitment / Term Loans of all Lenders thereunder. Exhibit A - Assignment and Assumption 2 Title: [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]NEDBANK LIMITED, as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. 1 Select as applicable. 75450854v1 Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Assignment Effective Date: [____________ __, 20 20__] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL THAT WILL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which that may contain material non-public information about the Borrower, its Subsidiaries and its Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and Swingline Lender 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Exh A-1 Table of Contents Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their its respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent and the Issuing Bank By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan Commitments/Term Commitment/ Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 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 to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: TitleName: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 to and] Accepted: ARES CAPITAL CORPORATION, as [Administrative Agent] By: Name: Title: [Consented to:] [NAME OF RELEVANT PARTY] By By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 ASSIGNMENT AND ASSUMPTION [ ] STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Tranche of Loans Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 364-Day Tranche $ $ % $ $ % 2-Year Tranche $ $ % Effective Date: ____________________, 20 202_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Citibank, N.A., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Company and its and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunderof such Tranche. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 By Name: Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: :_____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]Alter Domus (US) LLC, as Administrative Agent By By: Name: Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By By: Name: Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans Revolving Credit Exposure for all Lenders Amount of Term Loan Commitment/Term Loans Revolving Credit Exposure Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Revolving Credit Exposure3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % Loans2 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, its Subsidiaries and its the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. Exhibit A [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 LIFETIME BRANDS, INC. By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: TitleName: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 to and] Accepted: ARES CAPITAL CORPORATION, as [Administrative Agent] By: Name: Title: [Consented to:] [NAME OF RELEVANT PARTY] By By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 ASSIGNMENT AND ASSUMPTION [__________________________] STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerParent, its Subsidiaries and its and the Company, the other Loan Parties and/or their Related Parties or and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.OTHER ISSUING BANKS AND SWINGLINE LENDERS]

Assigned Interest. 1 Select as applicable. Class Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders of such Class Amount of Term Loan CommitmentCommitments/Term Loans of such Class Assigned Percentage Assigned of Term Loan CommitmentCommitments/Term Loans3 Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Borrower and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: MUFG BANK, LTD., as Administrative Agent By: Title: [NISOURCE INC., as Borrower] 3 By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Term Loan CommitmentCommitments/Term Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Loan Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Term Loan CommitmentsCommitment/Term Loans Revolving Credit Exposure for all Lenders Amount of Term Loan Commitment/Term Loans Revolving Credit Exposure Assigned Percentage Assigned of Term Loan Commitment/Term Loans3 Revolving Credit Exposure7 $ $ % $ $ % $ $ % 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 Contacts” to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. [Consented to and]4 and]8 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 to:]9 [NAME OF RELEVANT PARTY] By Title: 4 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term Loans Tranche A Amount of Tranche A Percentage Assigned of Tranche A Amount of Tranche A Percentage Assigned of Tranche A Financing Commitment for all Lenders Amount of Term Loan Commitment/Term Loans Financing Commitment Assigned Percentage Financing Commitments6 Advances Assigned of Term Loan Commitment/Term Loans3 Advances8 $ $ % $ % $ $ % $ % $ $ % $ % Aggregate Amount Aggregate Percentage Amount of of Tranche A Tranche A Advances for all Advances Assigned of Lenders Assigned Advances8 $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries Company and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 6 Set forth, to at least 9 decimals, as a percentage of the Term Loan Financing Commitment/Term Loans Advances of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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