Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/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 contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Aggregate Amount of CommitmentTerm Loan Commitments/Term Loans for all Lenders Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Term Loan Commitment/Loans4 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 contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower, the Loan Parties 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: 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 and]4 Accepted: [JPMORGAN CHASE BANK, N.A.NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower, the Loan Parties Credit Parties] 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: [NAME OF ASSIGNOR] By: Title: [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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]5 Accepted: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A.ADMINISTRATIVE AGENT], as Administrative Agent ByBy Title: Title:]5 [Consented to: GENERAL MOTORS COMPANY By: to:]6 [NAME OF RELEVANT PARTY] By Title: 5 Prior written To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans2 Revolving Facility $ $ % Tranche A Term Facility $ $ % Tranche B Term Facility $ $ % Assignment 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 CompanyBorrower, 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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 and]3 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to:]4 WOLVERINE WORLD WIDE, INC. By Title: [ISSUING LENDER] By Title: 3 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower[, the Loan Parties Parties] 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. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 4Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and] 5 Accepted: [JPMORGAN CHASE BANK, N.A.NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to:]6 5To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) Agreement. [NAME OF RELEVANT PARTY] By Title: 6To be added only if the Assignee is a Lender to which any two or more consent of the following ratings have been issued Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the relevant rating agency: (a) in terms of the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Credit Agreement. [______________________]7 FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. Revolving Commitment,” “Term Commitment,”). Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee 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 CompanyBorrower, 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. 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] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: [Consented to and and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: [JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to and] To be added only if the consent of the Company and the Administrative Agent, Issuing Lender is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) Agreement. Accepted: BANK OF AMERICA, N.A., as Issuing Lender By Title: [Consented to:] To be added only if the Assignee is a Lender to which any two or more consent of the following ratings have been issued Borrower and/or other parties is required by the relevant rating agencyterms of the Credit Agreement. CORELOGIC, INC. By Title: Amended and Restated Credit Agreement, dated as of April 21, 2015 (a) as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CoreLogic, Inc., CoreLogic Australia Pty Limited, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank of America, as administrative agent (in such capacity, the case of S&P“Administrative Agent”), at least BBB; (b) in and the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.other agents party thereto

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 CompanyBorrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and and]5 Accepted: [JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Title:]5 [Consented to: GENERAL MOTORS COMPANY By[NAME OF RELEVANT PARTY] By Title:]6 [Consented to: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of [THE ▇▇▇▇▇’▇▇ COMPANIES, at least Baa2; and (c) in INC., as Borrower By Title:] [COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, as Borrower By Title:]]7 5 To be added only if the case consent of Fitch, at least BBBthe Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Total Commitment/Loans4 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 CompanyBorrower, 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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 Accepted: [JPMORGAN CHASE ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to:]3 CENTURYLINK, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 To be added only if the consent of the Company and the Administrative AgentBorrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing Agreement. (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC., a Louisiana corporation (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.“Borrower”),

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment (and related extensions of credit) for all Lenders Amount of Commitment/Loans Assigned Commitment (and related extensions of credit) Assigned6 Percentage Assigned of Commitment/Loans4 Commitment (and related extensions of credit)7 Revolving Loans $ $ % $ $ % Term Loans $ $ % Effective Date: _____________ ___[ ] [ ], 20___ [ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to ]. 6 Unless the Borrower and the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Companyconsent otherwise, the Loan Parties amount of Commitments assigned must not be less than $1M (and their Related Parties in integral multiples of $1M in excess thereof) except if assignment is (i) to another Lender or their respective securitiesan Approved Fund or (ii) will be made available and who may receive such information in accordance with of the Assigneeentire remaining amount of the Assignor’s compliance procedures and applicable laws, including Federal and state securities lawsCommitment or Loans of any class,. 4 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ], the Assignor By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], the Assignee By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE CITIZENS BANK, N.A., N.A. as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY Agent8] [and Swingline Lender9,]] By: Title: 5 Prior written consent [Consented to:]10 CHAMPION HOME BUILDERS, INC., as the Borrower, By: Title: [Consented to:]11 [Issuing Bank], as Issuing Bank, By: Title: 8 Include unless assignment is of Term Loans to an Approved Fund. 9 Include unless assignment is of Term Loans. 10 Include unless assignment is (i) to any other Lender or an Affiliate of a Lender holding the Company and the Administrative Agent, is required unlesssame Class of Loans, (xii) in the case of the Administrative Agent, the Assignee is by a Term Lender to an Approved Fund or affiliate thereof, and (y) in the case of the Company only, (iiii) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee continuing. 11 Include unless assignment is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBTerm Loans.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower[, the Loan Parties Parties] 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. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [JPMORGAN CHASE BANK, N.A.NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title:]5 Title: [Consented to: GENERAL MOTORS COMPANY to:]5 [NAME OF RELEVANT PARTY] By: Title: 5 Prior written To be added only if the consent of the Company and the Administrative AgentBorrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: 5 3 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans Assigned3 $ $ % $ $ % $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower, the Loan 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. 4 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Principal Amount of Commitment/Loans Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of CommitmentFacility/Loans4 Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ $ % Revolving Loans: $ $ % Competitive Loans: $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The If the Assignee is not already a Lender under the Credit Agreement, the Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and their its Related Parties or their respective securitiesParties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. 4 Set forth, The [Assignee/Assignor] shall pay the fee payable to at least 9 decimals, as a percentage the Administrative Agent pursuant to Section 10.04(b) of the Commitment/Loans of all Lenders thereunderCredit 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: By: Name: Name: Title: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent2 By: Title:]5 Consented to: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written [Consented to:]3 2 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under by Section 8(a) or (e10.04(b) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and their Related Parties its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Commitment”, “Term Loan” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [BANK OF AMERICA, N.A.], as Agent By Title: [Consented to:]5 [NAME OF ASSIGNORRELEVANT PARTY] By: Name: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written 4 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower and its affiliates, the Loan 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [4 JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, By: Title:]5 Consented to: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written consent of [FORTUNE BRANDS HOME & SECURITY, INC.,] By: Name: Title: [ISSUING BANKS] By: Name: Title: [SWINGLINE LENDER] By: Name: Title: 4 Consents to be included to the Company and the Administrative Agent, is extent required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under by Section 8(a) or (e9.04(b)(i) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans4 Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20__201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the CompanyBorrower, the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws.]4 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 4 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: Title:]5 Name: Title: By: Name: Title: [Consented toto:]5 [STARDUST FINANCE HOLDINGS, INC.] By: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written To be added only if the consent of the Company and the Administrative Agent, Borrower is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyAdministrative Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ 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 Exhibit A - Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: NYDOCS/1287812.1 Consented to and Accepted: [JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written [Consented to:]3 [NAME OF RELEVANT PARTY] Title: _________________________ 3 To be added only if the consent of the Company and the Administrative Agent, Borrower and/or other parties (e.g. Issuing Bank) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred Agreement. Exhibit A - Assignment and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Assumption NYDOCS/1287812.1 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. 75450854v1 Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans3 $ $ % $ $ % $ $ % Assignment Effective Date: _[____________ ___, 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 Administrative Questionnaire in which the Assignee designates one or more contacts Credit Contacts to whom all syndicate-level information (which that may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 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: 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 Bank, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 CompanyBorrower, the Loan Parties General Partner and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[NAME OF ASSIGNOR] By: Title: _________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: _________________________________ Title: 5 Prior written [Consented to:]4 [NAME OF RELEVANT PARTY] By________________________________ Title: ______________________ 4 To be added only if the consent of the Company and the Administrative AgentBorrower and/or other parties (e.g. Swingline Lender, Fronting Bank) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % Loans1 Revolving Facility $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent AS THE ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK By: Title:]5 Name: Title: [ ], AS ISSUING BANK, By: Name: Title: [Consented to: GENERAL MOTORS COMPANY PINTEREST, INC., By: TitleName: 5 Prior written Title:]2 2 To be added only if the consent of the Company and the Administrative Agent, is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % Loans2 $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrowers and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment”) 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The 3 To be added only if the consent of the Agent is required by the terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR of the Credit Agreement. [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY to:]4 ILLINOIS TOOL WORKS INC. By: Title: 5 Prior written By: Title: 4 To be added only if the consent of the Company and Borrower and/or other parties are required by the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower, 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [NAME OF ASSIGNORADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: Name: Title: ASSIGNEE [Consented to:]5 [NAME OF ASSIGNEERELEVANT PARTY] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK4 To be added only if the consent of the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. Credit Agreement dated as of September 18, 2019 among F45 Training Holdings Inc., a Delaware corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written consent of for the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereofLenders, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender each lender from time to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.time party thereto

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ Loans3 Tranche A Commitment [$] [$] % $ $ Tranche B Commitment [$] [$] % $ $ Revolving Commitment [$] [$] % 1 Select as applicable. 2 Revolving Credit (includes participations in Letters of Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and] 4 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY Byand as Issuing Lender By Name: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇▇ FARGO BANK, at least Baa2; and (c) in NATIONAL ASSOCIATION, as Issuing Lender By Name: Title: ROYAL BANK OF CANADA, as Issuing Lender By Name: Title: [Consented to:] 5 KIMCO REALTY CORPORATION By Name: Title: 4 To be added only if the case consent of Fitch, at least BBBthe Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: 5 3 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇Moody’s, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ Loans1 [Tranche 1][Tranche 2] Revolving Commitment [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [US$][C$][€] % 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 CompanyBorrowers, 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNEE By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and and]2 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written consent of the Company and the Administrative Agent[Consented to:]3 DOMTAR CORPORATION4, is as [Parent] Borrower By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 2 Not required unless, (x) in the case of the Administrative Agent, the Assignee is for an assignment to a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAffiliate.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans[2] $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 CompanyAdministrative Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: _________________________ [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 Exhibit A - Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN JPMORAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Title:]5 [Consented to: GENERAL MOTORS COMPANY By: :] [NAME OF RELEVANT PARTY] By Title: 5 Prior written _________________________ To be added only if the consent of the Company and the Administrative Agent, Borrower and/or other parties (e.g. Issuing Bank) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred Agreement. Exhibit A - Assignment and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Assumption

Assigned Interest. Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ Loans1 [Tranche 1][Tranche 2] Revolving Commitment [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [US$][C$][€] % $ $ [US$][C$][€] [US$][C$][€] % 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 CompanyBorrowers, 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNEE By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and and]2 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written consent of the Company and the Administrative Agent[Consented to:]3 DOMTAR CORPORATION4, is as [Parent] Borrower By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 2 Not required unless, (x) in the case of the Administrative Agent, the Assignee is for an assignment to a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAffiliate.

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT UPON ENTRY OF THIS EXECUTED ASSIGNMENT INTO THE REGISTER AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Wireline Companies and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 Fill in the appropriate terminology for the types of Facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Loan,” “Term Loan”, etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderunder the applicable Facility. 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 and]5 Accepted: [JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) Agreement. WINDSTREAM SERVICES, LLC By Title: 6 To be added only if the Assignee is a Lender to which any two or more consent of the following ratings have been issued Borrower is required by the relevant rating agency: (a) in terms of the case of S&PCredit Agreement. CITIBANK, at least BBB; (b) in the case of ▇▇▇▇▇’▇N.A., at least Baa2; and (c) in the case of Fitch, at least BBB.as Issuing Bank By Title:

Assigned Interest. Facility Assigned4 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans5 $ $ % $ $ % $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and their Related Parties its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]6 Accepted: ASSIGNOR [BANK OF AMERICA, N.A.], as Agent By Title: [Consented to:]7 [NAME OF ASSIGNORRELEVANT PARTY] By: Name: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written 6 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % Loans1 Revolving Facility $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securitiesinformation) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 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 Consented to and Assumption are hereby agreed toAccepted: ASSIGNOR [NAME OF ASSIGNOR] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.], AS ISSUING BANK By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY ETSY, INC. By: TitleName: 5 Prior written Title:]2 2 To be added only if the consent of the Company and the Administrative Agent, is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned 2 Percentage Assigned of Commitment/Loans4 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the CompanyBorrower, 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. 4 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written By: Name: Title: [Consented to:]4 [STARDUST FINANCE HOLDINGS, INC.] By: Name: Title: 4 To be added only if the consent of the Company and the Administrative Agent, Borrower is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyAdministrative Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: _________________________ 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 Exhibit A - Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: NYDOCS/1287812.1 Consented to and Accepted: [JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written [Consented to:]3 [NAME OF RELEVANT PARTY] Title: _________________________ 3 To be added only if the consent of the Company and the Administrative Agent, Borrower and/or other parties (e.g. Issuing Bank) is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred Agreement. Exhibit A - Assignment and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Assumption NYDOCS/1287812.1

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 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 CompanyBorrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 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 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and and]3 Accepted: [JPMORGAN CHASE BANK, N.A.THE BANK OF NOVA SCOTIA, as Administrative Agent ByBy Title: Title:]5 [Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of THE ▇▇▇▇▇’▇▇ COMPANIES, at least Baa2; and (c) in INC., as Borrower By Title:]4 3 To be added only if the case consent of Fitch, at least BBBthe Administrative Agent is required by the terms of the Loan Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of CommitmentCommitments/Loans for of all Lenders Principal Amount of Commitment/the Commitment Assigned2 Principal Amount of Outstanding Loans Assigned3 Commitment Assigned as a Percentage Assigned of Commitment/Loans4 Aggregate Commitments4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire 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 MNPI about the CompanyBorrower, the Loan Parties Subsidiaries 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 Must comply with the minimum assignment amounts set forth in 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 Commitment/Loans aggregate Commitments of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] Consented to and]5 Accepted: _____________, as Assignor, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, By: By: Name: Name: Title: ASSIGNEE Title: _____________, as Assignee, 6 Consented to: [NAME OF ASSIGNEE] AGILENT TECHNOLOGIES, INC., By: By: Name: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: Title:]7 5 Prior written No consent of the Company and the Administrative Agent, Agent is required unlessfor an assignment to a Lender, (x) in the case an Affiliate of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBApproved Fund.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and their its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: Title:]5 Title: [Consented to: GENERAL MOTORS COMPANY to:]5 [NAME OF RELEVANT PARTY] By: Title: 5 Prior written 4 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Facility Aggregate Amount of CommitmentRevolving Credit Commitments/ Loans for all Lenders2 Amount of Revolving Credit Commitments/ Loans/Assigned3 Percentage Assigned of Revolving Credit Commitments/Loans for all Lenders Amount of Commitment/▇▇▇▇▇▇▇▇ CUSIP Number Revolving Credit Commitments/ Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ $[ ] $/[Currency] % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver 1 Select as applicable 2 Amounts in this column and in the column immediately to the Administrative Agent a completed administrative questionnaire in which right to be adjusted by the Assignee designates one counterparties to take into account any payments or more contacts to whom all syndicate-level information (which may contain material non-public information about prepayments made between the Company, Closing Date and the Loan Parties and their Related Parties or their respective securitiesTrade Date. 3 Must comply with Section 10.7(b)(i) will be made available and who may receive such information in accordance with of the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawsCredit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the CommitmentRevolving Credit Commitments/Loans of all Lenders thereunderLenders. 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 and]5 Accepted: [JPMORGAN CHASE BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By: Title:]5 Name: Title: [Consented toto:]6 By: GENERAL MOTORS COMPANY Name: Title: [Consented to:]7 [____________________], as Issuing Lender By: Name: Title: 5 Prior written consent of the Company and the Administrative Agent, is Not required unless, (x) in the case of the Administrative Agent, if the Assignee is a Lender or affiliate thereof, and (y) in the case an Affiliate of the Company only, (i) an Assignor. 6 Not required if a Specified Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) if the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund. 7 Include consents of each Issuing Lender if required pursuant to which any two or more Section 10.7(b)(iii) of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBCredit Agreement.

Assigned Interest. 965928.02B-CHISR02A - MSW Facility Assigned Aggregate Amount of Commitment/Loans U.S. Commitments for all Lenders Amount of Commitment/Loans U.S. Commitments Assigned Percentage Assigned of Commitment/Loans4 U.S. Commitments3 $ $ % $ $ % $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: [JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: _________________________________ Title: 5 Prior written consent 965928.02B-CHISR02A - MSW Consented to:5 [NAME OF RELEVANT PARTY] By_________________________________ Title: 965928.02B-CHISR02A - MSW This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Company Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Administrative Agent, is required unless, “Assignor”) and [Insert name of Assignee] (x) the “Assignee”)[1]. Capitalized terms used but not defined herein shall have the meanings given to them in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and identified below (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued hereby acknowledged by the relevant rating agency: (a) Assignee. The Standard Terms and Conditions set forth in the case Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of S&P, at least BBB; (b) this Assignment and Assumption as if set forth herein in the case of full. Este documento de Cesión y ▇▇▇▇▇’▇▇▇ (el “Documento de Cesión y ▇▇▇▇▇▇▇▇”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta ▇▇▇▇▇ recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y ▇▇▇▇▇▇▇▇, at least Baa2; del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, (i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el ___________________ 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as applicable. 965928.02B-CHISR02A - MSW extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (cii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the case Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of Fitchthe foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at least BBBlaw or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of credit), garantías o avales (guarantees) y préstamos ‘swingline’ (swingline loans) que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que ▇▇▇▇▇▇ o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y ▇▇▇▇▇▇▇▇, sin manifestaciones ni garantía por el Cedente. 1. Assignor: 1. Cedente: 2. Assignee: 2. Cesionario: 965928.02B-CHISR02A - MSW [and is an Affiliate/Approved Fund of [identify Lender]1] [que es una Filial (Affiliate)/Fondo Aprobado (Approved Fund) de [identificar Acreditante]1] 3. Borrowers: General Cable Industries, Inc., General Cable Company Ltd., Silec Cable SAS, Norddeutsche Seekabelwerke GmbH, Grupo General Cable Sistemas, S.L. (formerly Grupo General Cable Sistemas, S.A., in process of conversion) and ECN Cable Group, S.L.

Assigned Interest. Aggregate Amount of Commitment/Loans Advances for all Lenders Banks Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans4 Advances Assigned1 $ $ % $ $ % $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and its affiliates and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [Accepted:]2 JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of [Consented to:]3 ▇▇▇▇▇’▇▇ INTERNATIONAL INC., at least Baa2; and as Borrower By Title: [Consented to:] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Issuing Bank By Title: 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement 3 To be added only if the consent of the Borrower and/or other parties (ce.g., Swingline Banks, Issuing Banks) in is required by the case terms of Fitch, at least BBB.the Credit Agreement

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Term Loans for all Lenders Amount of Commitment/Term Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the CompanyBorrower and its affiliates, the Loan 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. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [Accepted:4 JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, By: Title:]5 Consented to: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written consent of [FORTUNE BRANDS HOME & SECURITY, INC.,] By: Name: Title: 4 Consents to be included to the Company and the Administrative Agent, is extent required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under by Section 8(a) or (e9.04(b)(i) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans Advances for all Lenders Banks Amount of Commitment/Loans Advances Assigned Percentage Assigned of Commitment/Loans4 Advances Assigned1 $ $ % $ $ % $ $ % 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 to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and its affiliates and their Related Parties related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [Accepted:]2 JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Title:]5 [Consented to:]3 BAXALTA INCORPORATED, as Borrower By Title: [Consented to: GENERAL MOTORS COMPANY By: :] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Issuing Bank By Title: 5 Prior written 2 To be added only if the consent of the Company and the Administrative Agent, Agent is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) 3 To be added only if the Assignee is a Lender to which any two or more consent of the following ratings have been issued Borrower and/or other parties (e.g., Swingline Banks, Issuing Banks) is required by the relevant rating agency: (a) in terms of the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Credit Agreement

Assigned Interest. Assignor Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties Borrower and their its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Name: Title:]5 Title: Consented to: GENERAL MOTORS COMPANY ByJPMORGAN CHASE BANK, N.A., as Swingline Lender By Name: Title: 5 Prior written consent [ROBINHOOD SECURITIES, LLC]3 By Name: Title: 3 Not required for an assignment to a Lender, an Affiliate of the Company and the Administrative Agenta Lender, is required unlessan Approved Fund or, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an if any Event of Default under Section 8(a6.01(a) or (ef) of with respect to the Credit Agreement Borrower has occurred and is continuing or (ii) the Assignee is a Lender to which continuing, any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBother assignee.

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 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 CompanyBorrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANKCITIBANK, N.A., as AS Administrative Agent By: Title:]5 Title: [Consented toto:]3 [Issuing Bank] By: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written consent of the Company and the Administrative Agent[Consented to:]4 SAILPOINT TECHNOLOGIES, is INC. By: Name: Title: 3 Include any if required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under pursuant to Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender 9.04(b). 4 Include any if required pursuant to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Section 9.04(b). ▇▇▇▇▇ ▇ ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.▇▇ ▇▇▇▇▇ AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Assignor Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 Company, the Loan Parties Borrower and their its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: Consented to and Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 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 Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Name: Title:]5 Title: Consented to: GENERAL MOTORS COMPANY ByJPMORGAN CHASE BANK, N.A., as Swingline Lender By Name: Title: 5 Prior written consent [ROBINHOOD SECURITIES, LLC]3 By Name: Title: 3 Not required for an assignment to a Lender, an Affiliate of the Company and the Administrative Agenta Lender, is required unlessan Approved Fund or, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an if any Event of Default under Section 8(a6.01(a) or (ef) of with respect to the Credit Agreement Borrower has occurred and is continuing or (ii) the Assignee is a Lender to which continuing, any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBother assignee.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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, unless the Assignee is a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their 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 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and and] Accepted: [JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: By Title: 5 Prior By Title: [Consented to and] Accepted: [NAME OF RELEVANT PARTY], as Borrower, By Title: By Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 4 In the case of an assignment of a Revolving Credit Commitment and Revolving Credit Loan, each of the Borrowers, the Issuing Bank and the Swingline Lender must also give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided, that (A) the consent of the Company and the Administrative Agent, is Borrowers shall not be required unless, to any such assignment (x) in the case of the Administrative Agent, the Assignee is a made to another Lender or affiliate thereofan Affiliate or Related Fund of a Lender, and or (y) in after the case occurrence and during the continuance of the Company only, (i) an any Event of Default under Section 8(a7.01(b), 7.01(c), 7.01(g) or 7.01(h) and (e) of the Credit Agreement has occurred and is continuing or (iiB) the Assignee is a Lender Borrowers shall be deemed to which have consented to any two or more of such assignment unless they shall have objected thereto by written notice to the following ratings have been issued by Administrative Agent within ten Business Days after having received written notice thereof from the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAdministrative Agent.

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans4 Term Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20__201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the CompanyBorrower, the Loan Parties and their Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws.]4 [Signature page follows] 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 4 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A., CAYMAN ISLANDS BRANCH,as Administrative Agent By: Title:]5 Name: Title: By: Name: Title: [Consented toto:]5 [STARDUST FINANCE HOLDINGS, INC.] By: GENERAL MOTORS COMPANY ByName: Title: 5 Prior written To be added only if the consent of the Company and the Administrative Agent, Borrower is required unless, (x) in by the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) terms of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBBAgreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 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 contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: Title:]5 Title:]3 Consented to: GENERAL MOTORS COMPANY By: Title: 5 3 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 Commitment/ 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 (in the case an Assignee is not a Lender) agrees to deliver to the Administrative Agent a completed administrative questionnaire Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their 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 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Canadian Commitment”, “US Commitment”, “UK Commitment”.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By execution of this Assignment and Assumption Agreement, the Assignee hereby accedes to the Security Trust Deed and agrees to be bound by the terms of the Security Trust Deed as a Finance Party (as that term is defined in the Security Trust Deed). The terms set forth in this Assignment and Assumption Assumption, which is executed as a deed, are hereby agreed to: Executed as a deed by ASSIGNOR [NAME OF ASSIGNOR] By: Name: ], by Title: by4 Title: in the presence of:5 Executed as a deed by ASSIGNEE [NAME OF ASSIGNEE] By: Name: ], by Title: by6 Title: in the presence of:7 4 If two signatories are required. 5 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. 6 If two signatories are required. 7 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. Consented to and Accepted: [JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent ByAgent, by Title: Title:]5 Consented to: GENERAL MOTORS COMPANY By: JPMorgan Chase Bank, N.A., as Issuing Bank, by Title: 5 Prior written consent of the Company and the Administrative AgentConsented to: Patheon Inc., is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued as Parent Borrower by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.Title:

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title:]5 Consented to: GENERAL MOTORS COMPANY By: Title: 5 Prior written consent of the Company and the Administrative Agent, is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of ▇▇▇▇▇’▇, at least Baa2; and (c) in the case of Fitch, at least BBB.