Common use of Assigned Interest Clause in Contracts

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % See Schedules attached hereto [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 1 1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEEASSIGNEES See Schedules attached hereto SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned2 Aggregate Amount of Commitment/ Loans for all Lenders3 Amount of Commitment/ Loans Assigned3 Percentage Assigned of Commitment/ Loans4 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]5] 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 Credit Commitment”) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 Select as applicable. [Consented to and and]6 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Name: By Title: [Consented to:][12] By: Name: to:]7 FAMILY DOLLAR STORES, INC., as Borrower By Title: 12 6 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]14 Assignee[s]15 Facility Assigned16 Aggregate Amount of Commitment/ Loans for all Lenders9 Lenders17 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment / Loans18 $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 19 Effective Date: __________________, 20__ ,20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 14 List each Assignor, as appropriate. 8 15 List each Assignee, as appropriate. 9 16 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Initial Term Loans”, “Revolving Credit Commitments”, “Extended Term Loans”, etc.). 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 19 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]20 Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: [Consented to:][12] to:]21 DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer By: Name: Title: 12 20 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans Amount of Commitment/Notes for all Lenders9 Lenders7 Amount of Commitment/ Loans Assigned Commitment/Notes Assigned8 Percentage Assigned of Commitment/ Loans10 Notes9 CUSIP Number Xxxxxx00 $ $ $ % $ $ $ % $ $ $ % [78. Trade Date: __________________]11 ] Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Notes held at any one time by Affiliated Purchasers shall not exceed 25% of the original principal amount of all Notes at such time outstanding (such percentage, the “Affiliated Purchaser Cap”). To the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, the assignment of such excess amount will be void ab initio. 9 Set forth, to at a least 9 decimals, as a percentage of the Commitment/Loans Notes of all Lenders Purchasers thereunder. 11 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and AcceptedAccepted for Recordation in the Register KGH INTERMEDIATE HOLDCO II, LLC By: BANK OF AMERICAKGH Intermediate Holdco I, N.A.LLC, as Administrative Agent its managing member, By: Xxxxx Group Holdings, LLC, its managing member By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementAFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION ANNEX 1 TO AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Commitment/Term Loans $ $ % $ $ % [7. Trade Date: __________________]11 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.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]12 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:][12] to:]13 By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 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.] 5 Assignee must be a Non-Debt Fund Affiliate. 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Commitments or Revolving Facility Loans. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Non-Debt Fund Affiliate Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Non-Debt Fund Affiliate Assignment and Acceptance AgreementANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans Commitment/Advances for all Lenders9 Lenders2 Amount of Commitment/ Loans Assigned Commitment/Advances Assigned3 Percentage Assigned of Commitment/ Loans10 Commitment / Advances4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 5 , 20 [the “Effective Date: __________________, 20__ ”] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts The terms set forth in this column Assignment and in the column immediately to the right Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to: 2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunder. 11 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By Title: Consented to: ASSIGNOR: [NAME OF ASSIGNORAPPLICABLE BORROWER] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: By Title: [Consented to:][12to:6] By: Name: [NAME OF DOCUMENTARY CREDIT LENDER] By Title: 12 6 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Documentary Credit Lender is required by the terms of the Credit Agreement. Form of ANNEX 1 to Assignment and Acceptance AgreementAssumption STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned3 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders* Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 5 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.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and 3 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Incremental Term Loan Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]6 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: By Name: Title: [Consented to:][12to:]7 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By: By Name: Title: 12 [BOTTOMLINE TECHNOLOGIES (DE), INC., a Delaware corporation] By Name: Title: 6 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans Commitment for all Lenders9 Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 Commitment8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 ] 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]11 INGLES MARKETS, INCORPORATED By: Name: Title: 12 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]4 Assignee[s]5 Facility Assigned6 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders7 Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 4 List each Assignor, as appropriate. 8 5 List each Assignee, as appropriate. 9 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]11 By: Name: Title: 12 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor Assignee Facility Assigned6 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: $________________ $___]11 Effective Date: ______ __________________% [7. Trade Date: ]9 Effective Date: , 20_201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 6 If ApplicableFill 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” or “Incremental Term Commitment”). 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]11 By: Name: Title: 12 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Domestic Borrower and/or other parties (e.g. Swingline Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned2 Aggregate Amount of Commitment/ Loans [Commitments / Revolving Credit Exposures]3 for all Lenders9 Lenders4 Amount of Commitment/ Loans Assigned Percentage [Commitment / Revolving Credit Exposure]3 Assigned4 Percentage5 Assigned of Commitment/ Loans10 CUSIP Number [Commitments / Revolving Credit Exposures] 3 for all Lenders $ $ % $ $ % $ $ % [7. Trade Date: __________________, 20 ]11 6 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.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts The terms set forth in this column Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 2 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under the Assignment (e.g., “Revolving Credit Agreement”) 3 Use “Revolving Credit Exposure[s]” if Commitments have been terminated; otherwise, use “Commitment[s].” 4 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitments / Revolving Credit Exposures of all Lenders Banks thereunder. 11 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]7 Accepted: BANK OF AMERICAUNION BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to: AVISTA CORPORATION By: Name: Title: 12 [Consented to: UNION BANK, N.A., as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: 7 To be added only included if the such consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement, as an Issuing Bank By: Name: Title: ]7 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % See Schedules attached hereto [7. Trade Date: __________________]11 13 13 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each AssignorThe terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]14 Accepted: XXXXX FARGO BANK, N.A., as appropriate. 8 List each AssigneeAdministrative Agent By Title: [Consented to:]15 TEKELEC, as appropriateBorrower Agent By Title: 14 To be required only if the Revolving Credit commitment then in effect is less than $5,000,000, or if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender. 9 Amounts in May also use a Master Consent. 15 To be required only so long as no Event of Default has occurred and is continuing, and such assignment is not to a Lender, an Affiliate of a Lender or an Approved Fund. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this column and Schedule, the Assignee agrees to the terms set forth in the column immediately to the right attached Assignment and Assumption. Assigned Interests: Aggregate Amount of Amount of Percentage Commitment/ Commitment/ Assigned of Loans for all Loans Commitment/ Facility Assigned Lenders16 Assigned17 Loans18 CUSIP Number Revolving Credit Facility $ $ % Swingline Facility $ $ % [NAME OF ASSIGNEE]19 [and is an Affiliate/Approved Fund of [identify Lender]20] By: Title: 16 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned2 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders3 Amount of Commitment/ Commitment/Loans Assigned Assigned4 Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment/Loans5 $ $ % $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________6 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR“Incremental Term Loans” , “Extended Term Loans”, “Refinancing Term Loans”, “Revolving Commitments”, “Incremental Revolving Commitments”, “Extended Revolving Commitments”, “Refinancing Revolving Commitments”, etc.] 6 If Applicable). 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateDate 4 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount shall not be less than $5,000,000 (in the case of a Revolving Credit Loan) or, $1,000,000 (in the case of a Term Loan). 10 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]7 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Accepted: BANK OF AMERICACPI INTERNATIONAL, N.A.INC. By: Name: Title:]8 7 This date may not be fewer than 5 Business Days after the date of assignment unless the Administrative Agent otherwise agrees. 8 To be completed to the extent the Borrower’s consent is required under Section 10.04(b) of the Credit Agreement. UBS AG, STAMFORD BRANCH, as Administrative Agent Agent, [Swingline Lender]9 [and Issuing Bank]10 By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent 9 Reference to Swingline Lender required for an assignment of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is Revolving Commitments. 10 Reference to Issuing Bank required by the terms for an assignment of the Credit AgreementRevolving Commitments. Form of ANNEX 1 to Assignment and Acceptance AgreementAssumption CPI INTERNATIONAL, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]8 Assignee[s]9 Facility Assigned10 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders11 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans12 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 13 8 List each Assignor, as appropriate. 8 9 List each Assignee, as appropriate. 9 10 Fill in the appropriate terminology for the Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Acceptedand]14 Accepted for Recordation in the Register: THE BANK OF AMERICA, N.A.NOVA SCOTIA, as Administrative Agent By: Name: Title: [Consented to:][12] to:]15 THE BANK OF NOVA SCOTIA, as L/C Issuer By: Name: Title: 12 14 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form 15 To be added only if the consent of Assignment and Acceptance L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]16 THE BANK OF NOVA SCOTIA, as Swing Line Lender By: Name: Title: [Consented to]:17 CABLE & WIRELESS LIMITED By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans Revolving Credit Commitment for all Lenders9 Lenders8 Amount of Commitment/ Loans Revolving Credit Commitment Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Revolving Credit Commitment9 Aggregate Amount of Term Loan Facility for all Lenders10 Amount of Term Loan Facility Assigned Percentage Assigned of Term Loan Facility11 $ $ % $ $ % $ $ % $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 12 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.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 9 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A.CRYSTAL FINANCIAL LLC, as Administrative Agent By: Name: Title: Form of Assignment and Assumption [Consented to:][12] to:]13 AMERICAN APPAREL (USA), LLC, as Borrower Representative By: Name: Title: 12 13 To be added only if unless: (i) an Event of Default has occurred and is continuing at the consent time of assignment, or (ii) the assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower and/or other parties Representative shall have deemed to consent to any assignment unless it shall object by written notice to Administrative Agent within five (e.g. Swingline Lender, L/C Issuer5) is required by the terms of the Credit AgreementBusiness Days after having received notice thereof. Form of Assignment and Acceptance AgreementAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Commitment/ Loans Assigned8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Commitment Loans10 CUSIP Number $ [___] $ [___] ___% $ [___] $ [___] ___% $ [___] $ [___] ___% [7. Trade Date: ______________________]11 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in Class (and Series or Extension Series, as applicable) of Commitment/Loans being assigned. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. “All Lenders” refers to all Lenders under the applicable Class (and Series or Extension Series, as applicable). 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderunder the applicable Class (and Series or Extension Series, as applicable). 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form Consented to and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, Letter of Assignment Credit Issuer and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] Swingline Lender]12 By: Name: Title: ASSIGNEEBy: Name: Title: Consented to: [NAME OF ASSIGNEERBC BEARINGS INCORPORATED] By: Name: Title: Consented to and Acceptedto: BANK [ROLLER BEARING COMPANY OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12INC.] By: Name: Title: 12 To be added only if Reference to the consent applicable Letter of the Borrower and/or other parties (e.g. Credit Issuer and Swingline Lender, L/C Issuer) is Lender required by the terms for an assignment of the Revolving Credit AgreementCommitments. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 For assignment of Commitments: Aggregate Amount of Commitment/ Loans Commitments for all Lenders9 Lenders Amount of Commitment/ Loans Commitment Assigned by Assignor Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment for all Lenders4 Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % [7. Trade DateFor assignment of Competitive Bid Advances: __________________]11 Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Competitive Bid Advance5 Interest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:6 Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance7 Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: __________________, 20__ 201 8 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunderLenders. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 5 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCompetitive Bid Advance being assigned. Form 6 Applicable to assignments by Swing Line Lenders. 7 Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. 8 This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance Agreement to the Agent. The Assignee agrees to deliver to the 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 Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR: [ASSIGNOR NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE: [ASSIGNEE NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Domestic Lending Office [Address] Eurocurrency Lending Office [Address] [Consented to and]9 Accepted: JPMORGAN CHASE BANK, N.A., as Agent By Name: Title: [Consented to: MONSANTO COMPANY By Name: Title:]10 11[Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Lender By Name: Title: Consented to: CITIBANK, N.A., as Xxxxxxx Xxxxxx By Name: Title: 9 Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” 10 Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and Acceptedis continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment. 11 None of the following consents shall be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” Consented to: BANK OF AMERICA, N.A., as Administrative Agent By: Issuing Lender By Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender:] ANNEX 1 FOUR-YEAR CREDIT AGREEMENT DATED AS OF APRIL 1, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement2011 AMONG MONSANTO COMPANY, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME, THE LENDERS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS AGENT AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % See Schedules attached hereto [7. Trade Date: __________________]11 4 4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each AssignorThe terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]5 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as appropriate. 8 List each AssigneeAdministrative Agent By Title: [Consented to:]6 ATLANTIC DIVING SUPPLY, INC., as appropriateAdministrative Borrower, on behalf of itself and the other Borrowers By Title: 5 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Loan Agreement. May also use a Master Consent. 6 To be added only if the consent of the Administrative Borrower is required by the terms of the Loan Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Aggregate Amount Percentage of Commitment/ Amount of Assigned of Facility Loans for all Commitment/ Commitment/ Assigned7 Lenders8 Loans Assigned9 Loans10 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]11 [and is an Affiliate/Approved Fund of [identify Lender]12] By: Title: 7 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g. “Commitment”) 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Amounts in this column and in the column immediately to the right Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is Add additional signature blocks, as needed. 12 Select as applicable. ANNEX 1 to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Commitment/ Term Loans $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]12 Accepted: BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:][12] to:]13 By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned Aggregate Amount of Commitment/ Commitments/Loans for of the applicable Class of all Lenders9 Lenders Amount of Commitment/ the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders2 Term Loans $ $ % [ ]3 $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: ___________________ , 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each The Assignee, as appropriate. 9 Amounts in this column and in the column immediately if not already a Lender, agrees to deliver to the right Administrative Agent any tax forms required by Section 4.07(g) of the Credit Agreement and to designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information with respect to the Parent or its Subsidiaries or with respect to the securities of any such Person ("Parent Restricted Information")) will be adjusted by made available and who may receive such information in accordance with the counterparties to take into account any payments or prepayments made between the Trade Date Assignee's compliance procedures and the Effective Dateapplicable laws, including Federal and State securities laws. 10 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Term Lenders thereunderor Incremental Lenders of any Class, as applicable. 11 To be completed if 3 In the Assignor and the Assignee intend that the minimum assignment amount is to be determined as event Other Term Loans of any Class are established under Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption above are hereby agreed to: ASSIGNOR[Consented to and Accepted: [NAME OF ASSIGNOR] By___________________________, as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: ASSIGNEETitle:] ___________________________, as Assignee, Consented to: [NAME OF ASSIGNEE] ByARCTIC LNG CARRIERS LTD., by by Name: Name: Title: Consented to and Accepted: BANK OF AMERICATitle:] DYNAGAS FINANCE LLC, N.A., as Administrative Agent By: by Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit AgreementTitle:]4 4 Select as applicable. Form of Assignment and Acceptance AgreementANNEX I TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Aggregate Amount of Commitment/ Percentage CUSIP 5 If Assignee is an Affiliated Lender, use Exhibit L to the Credit Agreement. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. Assigned8 Amount of Commitment/Loans for all Lenders9 Amount Lenders of Facility subject to Assignment9 Commitment/Loans Assigned of Facility subject to Assignment Assigned of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Facility subject to Assignment 10 Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 Effective Date: ______:____________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor8 Fill in the appropriate terminology for the classes of Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, as appropriate. 8 List each Assignee“Incremental Term Loans” “Incremental Revolving Credit Commitments”, as appropriate“Refinancing Term Loans”, “Refinancing Revolving Credit Commitments”, “Extended Term Loans”, “Extended Revolving Credit Commitments”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Acceptedand]12 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to]:13 BIOSCRIP, INC. By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor Assignee Commitment Assigned Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders1 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans2 CUSIP Number $ $ % $ $ % $ $ % Non-Extended Revolving Commitment (a) (c) Extended Revolving Commitment (b) (d) Box 1 (a) + (b) Box 0 (x) + (x) Xxx 0 xivided by Box 1 times 100 [7. Trade Date: __________________]11 3 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]4 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]5 [VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: VENTAS, INC., a Delaware corporation, its general partner By: Name: Title: 12 BANK OF AMERICA, N.A., as Issuing Bank and Swingline Lender By: Name: Title:]6 4 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders12 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ — $ % $ $ % $ $ — — % [7. Trade Date: __________________]11 14 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.] 6 If Applicable. 7 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]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]16 By: Title: 9 List each Assignor, as appropriate. 8 10 List each Assignee, as appropriate. 9 11 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 A Commitment”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form 15 To be added only if the consent of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative the Adminstative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 is required by the terns of the Credit Agreement. 16 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 20, 2007, AMONG TECH DATA CORPORATION, THE LENDERS PARTIES THERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Amount of Commitment Assigned Aggregate Amount of Commitment/ Loans Commitment for all Lenders9 Amount of Commitment/ Loans Assigned Lenders8 Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ Commitment9 $_________ $_______________ ____________% $ $ $_________ $_______________ ____________% $ $ % [7. Trade Date: __________________]11 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each AssigneeAssignee and, if available, its market entity identifier, as appropriate. 9 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 11 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S] [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] By: NameTitle: ASSIGNEE[S] [NAME OF ASSIGNEE] By: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Exh. B-1-3 Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] NCPIF SPV I LLC, as Borrower By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders12 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 9 List each Assignor, as appropriate. 8 10 List each Assignee, as appropriate. 9 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans” or “Term B-2 Loans”). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 Form of Assignment and Assumption [7. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to: NEXEO SOLUTIONS, LLC By: Name: Title: 12 ]16 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 For assignment of Commitments: Aggregate Amount of Commitment/ Loans Commitments for all Lenders9 Lenders Amount of Commitment/ Loans Commitment Assigned by Assignor Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment for all Lenders[4] Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % For assignment of Competitive Bid Advances: Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Competitive Bid Advance[5] Interest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:[6] Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance[7] Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: ______________, 201_[8] [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [4] Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders. [5] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [6] Applicable to assignments by Swing Line Lenders. [7] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. Trade Date[8] This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. The Assignee agrees to deliver to the 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 Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR __________________]11 Effective Date: _______________ NAME OF ASSIGNOR By:__________________, 20____________ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEEASSIGNEE _________________________________ NAME OF ASSIGNEE By:______________________________ Name: Title: Domestic Lending Office [Address] Eurocurrency Lending Office [Address] [Consented to and][9] Accepted: JPMORGAN CHASE BANK, N.A., as Agent By_________________________________ Name: Title: [NAME OF ASSIGNEEConsented to: MONSANTO COMPANY By________________________________ Name: Title:][10] [11][Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Lender By: ________________________________ Name: Title: Consented to to: CITIBANK, N.A., as Issuing Lender By________________________________ Name: Title: [10] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and Acceptedis continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment. [11] None of the following consents shall be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” [9] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” EXHIBIT C: FORM OFASSIGNMENT AND ACCEPTANCE Consented to: BANK OF AMERICA, N.A., as Administrative Agent Issuing Lender By: ________________________________ Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender:] ANNEX 1 FOUR-YEAR CREDIT AGREEMENT DATED AS OF APRIL 1, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement2011 AMONG MONSANTO COMPANY, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME, THE LENDERS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS AGENT AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Term Loans for all Lenders9 Term Lenders7 Amount of Commitment/ Term Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ Term Loans8 $__________ $__________ __________% $ $ $__________ $__________ __________% $ $ $__________ $__________ __________% $__________ $__________ __________% [7. Trade Date: __________________]11 9 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loans of all Term Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Name Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Name Title: [Consented to and Accepted: BANK OF AMERICAAccepted:]10 PEAK6 INVESTMENTS, N.A.L.P., as Administrative Agent By: Name: Name Title: [Consented to:][12] to:]11 INTERSECTIONS INC., as Borrower Representative By: Name: Name Title: 12 10 To be added only if unless such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund. 11 To be added unless: (i) an Event of Default has occurred and is continuing at the consent time of assignment, or (ii) the assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund; provided that the Borrower and/or other parties Representative shall have deemed to consent to any assignment unless it shall object by written notice to Administrative Agent within five (e.g. Swingline Lender, L/C Issuer5) is required by the terms of the Credit AgreementBusiness Days after having received notice thereof. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders12 Amount of Commitment/ Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 9 List each Assignor, as appropriate. 8 10 List each Assignee, as appropriate. 9 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 D-3 Form of Assignment and Assumption [7. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to: NEXEO SOLUTIONS, LLC By: Name: Title: 12 ]16 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]10 Assignee[s]11 Facility Assigned12 Aggregate Amount of Commitment/ Commitment / Loans for all Lenders9 Lenders13 Amount of Commitment/ Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans10 Commitment / Loans14 CUSIP Number $ $ $_______ $_________ ________% $ $ $_______ $_________ ________% $ $ $_______ $_________ ________% [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 15 10 List each Assignor, as appropriate. 8 11 List each Assignee, as appropriate. 9 12 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”, etc.). 13 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 14 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 15 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: __________, 20____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: Name: Title: Consented to and Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: NameTitle: Consented to:16 By: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of 16 Insert for the Borrower and/or or any other parties (e.g. Swingline Lender, L/C Issuer) entity whose consent is required by under the terms of the Credit Agreementcredit agreement. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders7 Amount of Commitment/ Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]10 Accepted: BANK OF AMERICAWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: NameTitle: XXXXXX RESOURCES, INC. By: Title: [Consented to:][12] By: Name: Title: 12 10 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Amount of Percentage Commitment/ Commitment/ Assigned of Facility Loans Loans Commitment/ Assignor[s]1 Assignee[s]2 Assigned3 for all Lenders9 Amount of Commitment/ Loans Lenders4 Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Loans5 $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 6 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.] 6 If Applicable. 7 1 List each Assignor, as appropriate. 8 2 List each Assignee, as appropriate. 9 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]7 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to: MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Name: Title: 12 Title:]8 7 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form 8 To be added if the consent of Assignment the Borrower is required pursuant to Section 10.6 of the Credit Agreement (e.g., no Event of Default has occurred and Acceptance Agreementis continuing).

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee [s]7 Facility Assigned8 Aggregate Amount of Commitment/ Commitments / Loans for all Lenders9 Amount of Commitment/ Commitments/ Loans Assigned Percentage Assigned of Commitment/ Commitments/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [75 If the Assignee hereunder is an Affiliated Lender, do NOT use this Exhibit D-l to the Credit Agreement. Trade Date: __________________]11 Effective Date: __________________Instead, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] use Exhibit D-2 to the Credit Agreement. 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Closing Date Term Loans,” “Revolving Commitment,” “Incremental Revolving Credit Commitment,” “Incremental Term Loans,” “Other Revolving Commitments,” “Other Term Loans,” “Extended Term Loans,” “Extended Revolving Commitments,” “Replacement Loans,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % [8. Trade Date: ]11 Effective Date: ________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 To be completed if the Assignor and the Assignee intend intent that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement ASSIGNEE REPRESENTS AND WARRANTS THAT (A) IT IS NOT A DISQUALIFIED INSTITUTION AND (B) IT IS NOT AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN, IN THE CASE OF THIS CLAUSE (B), SUCH AN AFFILIATE EXCLUDED FROM THE DEFINITION OF “DISQUALIFIED INSTITUTION” BY THE TERMS THEREOF). The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Acceptedand]12 Accepted for Recordation in the Register: XXXXXXX XXXXX BANK OF AMERICA, N.A.USA, as Administrative Agent By: Name: Title: [Consented to:][12to:]13 [Issuing Bank] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned1 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders* Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % Commitment/Loans2 $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date3 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.] 6 If Applicable. 7 List each AssignorThe terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]5 [BANK OF AMERICA, N.A., as appropriate[U.S. Issuing Lender] [U.S. Swingline Lender]] By Title: AIRGAS, INC. 8 List each Assignee, as appropriate. 9 Amounts in this column and By: Title: 1 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. Revolving Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Dateeffective date. 10 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]4 Assignee[s]5 Facility Assigned 6 Aggregate Amount of Commitment/ Loans Commitment for all Lenders9 Lenders7 Amount of Commitment/ Loans Commitment Assigned Percentage Assigned of Commitment/ Loans10 Commitment 8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 ] 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 4 List each Assignor, as appropriate. 8 5 List each Assignee, as appropriate. 9 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and] 10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:] 11 By: Name: Title: 12 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [ ] 12 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders12 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ________________ $________________ $________________ ________________% __]11 Effective Date: ______________ $________________ $________________ ________________ % ________________ $________________ $________________ __________________% [8. Trade Date: ]14 Effective Date: , 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 9 List each Assignor, as appropriate. 8 10 List each Assignee, as appropriate. 9 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement `The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to J. CREW GROUP, INC. By: Name: Title: 12 ]:16 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders9 Lenders7 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans 8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 9 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date. 10 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR[S] [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE[S] [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and] 10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12to:] 11 [GRAPHIC PACKAGING INTERNATIONAL, LLC, as Borrower] [ , as ] By: Name: Title: 12 10 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Loans Commitment for all Lenders9 Amount of Commitment/ Loans Commitment Assigned Percentage Assigned of Commitment/ Loans10 Commitment10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]] 11 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]13 CORECIVIC, INC., as Borrower By: Name: Title: BANK OF AMERICA, N.A., as Swingline Lender By: Name: Title: [NAME OF ISSUING LENDER(S)], as Issuing Lender By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Commitment/ Loans for all Lenders9 Lenders of Facility subject to Assignment8 Amount of Commitment/ Loans Assigned of Facility subject to Assignment9 Percentage Assigned of Commitment/ Loans10 Loans of Facility subject to Assignment10 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 Effective Date: ____________, 20 ______, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Fill in the appropriate terminology for the classes of Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, “Incremental Term Loans”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans (as of the date of consummation of any transaction under Section 10.07(k) of the Credit Agreement) held by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans outstanding at the time of such assignment. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders (at the time of such assignment) exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Acceptedand]12 Accepted for Recordation in the Register: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form [Consented to]:13 BIOSCRIP, INC. By: Name: Title: 13 To be added only if the consent of Assignment and Acceptance the Administrative Borrower is required by the terms of the Credit Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Commitment/ Loans for all Lenders9 Lenders of Facility subject to Assignment8 Amount of Commitment/ Loans Assigned of Facility subject to Assignment9 Percentage Assigned of Commitment/ Loans10 Loans of Facility subject to Assignment10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 5 List each Assignor, as appropriate. 8 6 List each Assignee, as appropriate. 9 7 Fill in the appropriate terminology for the classes of Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, “Incremental Term Loans”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans (as of the date of consummation of any transaction under Section 10.07(k) of the Credit Agreement) held by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans outstanding at the time of such assignment. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders (at the time of such assignment) exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 For assignment of Commitments: Aggregate Amount of Commitment/ Loans Commitments for all Lenders9 Lenders Amount of Commitment/ Loans Commitment Assigned by Assignor Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment for all Lenders1 Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % [7. Trade DateFor assignment of Competitive Bid Advances: __________________]11 Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Competitive Bid Advance2 Interest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:3 Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance4 Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: __________________, 20__ 20 5 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunderLenders. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 2 Set forth, to be determined at least 9 decimals, as a percentage of the Trade DateCompetitive Bid Advance being assigned. Form 3 Applicable to assignments by Swing Line Lenders. 4 Set forth, to at least 9 decimals, as a percentage of the Swing Line Advance being assigned. 5 This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance Agreement to the Administrative Agent. 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 Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR: [ASSIGNOR NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE: [ASSIGNEE NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Domestic Lending Office [Address] Eurocurrency Lending Office [Address] [Consented to and and]6 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Name: Title: [Consented to: MONSANTO COMPANY By Name: Title:]7 [Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Lender By Name: Title: Consented to: CITIBANK, N.A., as Issuing Lender By Name: Title: Consented to: 6 Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” 7 Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and is continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment. BANK OF AMERICA, N.A., as Administrative Agent By: Issuing Lender By Name: Title: [Consented to:][12] Byto: XXXXXX XXXXXXX BANK, N.A., as Issuing Lender By Name: Title: 12 To be added only if the Title:]8 8 The consent of the Borrower and/or other parties Administrative Agent and the Issuing Lenders shall not be required if Assignee is an Eligible Assignee by reason of clause (e.g. Swingline Lender, L/C Issuera) is required by the terms or clause (b) of the Credit Agreement. Form definition of Assignment and Acceptance Agreement“Eligible Assignee.” ANNEX 1 FIVE-YEAR CREDIT AGREEMENT DATED AS OF MARCH 27, 2015 AMONG MONSANTO COMPANY, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned2 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Banks* Amount of Commitment/ Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans10 Commitment/Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: _ $_______________ $____, 20__________ ____________% _______________ $_______________ $______________ ____________% _______________ $_______________ $______________ ____________% [7. Trade Date: ]4 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts The terms set forth in this column Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 2 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Delayed Draw Term Commitment”, etc.). * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. 11 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:] [BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its sole general partner By: (SEAL) Name: Title:]5 [BANK OF AMERICA, N.A., as a Fronting Bank By: Title: 12 JPMORGAN CHASE BANK, N.A., as a Fronting Bank By: Title:]6 5 To be added only if the consent no Event of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Default exists. 6 To be added if there is required by the terms an assignment of the a Revolving Credit AgreementCommitment. Form of Assignment and Acceptance AgreementANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]20 Assignee[s]21 Facility Assigned22 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders23 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans24 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % [7. Trade Date: __________________]11 25 18 Include if an Affiliated Lender 19 Include if an Affiliated Lender 20 List each Assignor, as appropriate. 21 List each Assignee, as appropriate. 22 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Commitment”, etc.). 23 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 24 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 25 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Affiliated Lender Assignment and Assumption Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Affiliated Lender Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] ][, in its capacity as an Affiliated Lender]26 By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] ][, in its capacity as an Affiliated Lender]27 By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only 26 Include if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of an Affiliated Lender 27 Include if an Affiliated Lender Affiliated Lender Assignment and Acceptance AgreementAssumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFLIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Facility Assigned2 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 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.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: 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., “Liquidity Commitment”, “Energy Hedging Commitment”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Liquidity Commitment/Liquidity Loans of all Liquidity Lenders thereunder and/or as a percentage of the Energy Hedging Commitment/Energy Hedging Loans of all Energy Hedging Lenders thereunder, as applicable. [Consented to and Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:][12, as Swingline Lender and as a Liquidity Issuing Bank] / [and as an Energy Hedging Issuing Bank] By: Name: Title: 12 THE ROYAL BANK OF SCOTLAND PLC, as an Energy Hedging Issuing Bank By: Name: Title:]4 [Consented to: PUGET SOUND ENERGY, INC. By: Name: Title: ]5 4 To be added only if the consent of the Administrative Agent, the Swingline Lender and the Liquidity Issuing Banks and/or Energy Hedging Issuing Banks 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, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Revolving Credit Commitment/Loans for all Lenders9 Amount of Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Credit Commitments,” “Extended Revolving Credit Agreements,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12to: [ ] By: Name: Title: ]13 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]8 Assignee[s]9 Facility Assigned10 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders11 Amount of Commitment/ Commitment/Loans Assigned Assigned12 Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 14 8 List each Assignor, as appropriate. 8 9 List each Assignee, as appropriate. 9 10 Fill in the appropriate terminology for the Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 12 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 30% of the original principal amount of all Term Loans at such time outstanding. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, such excess will be void ab initio; provided that such cap shall not apply to Loans assigned to Affiliated Lenders where the assignment is in relation to a Qualified Assignment. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and Acceptedand]15 Accepted for Recordation in the Register: THE BANK OF AMERICA, N.A.NOVA SCOTIA, as Administrative Agent By: Name: Title: [Consented to:][12] to:]16 THE BANK OF NOVA SCOTIA, as L/C Issuer By: Name: Title: 12 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form 16 To be added only if the consent of Assignment and Acceptance L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]17 THE BANK OF NOVA SCOTIA, as Swing Line Lender By: Name: Title: [Consented to]:18 CABLE & WIRELESS LIMITED By: Name: Title: 17 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % See Schedules attached hereto [7. Trade Date: __________________]11 5 5 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ 2 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]6 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, Issuing Lender and Swingline Lender] By Title: [Consented to:]7 DCP MIDSTREAM OPERATING, LP By Title: 6 If ApplicableTo be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent. 7 List each AssignorTo be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and the Assignee identified on the signature block below agrees to the terms set forth in the column immediately to attached Assignment and Assumption. Assigned Interests: Facility Assigned8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned10 Percentage Assigned of Commitment/ Loans11 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]12 [and is an Affiliate/Approved Fund of [identify Lender]13] By: Title: 8 Fill in the right appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”) 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 12 Add additional signature blocks, as needed. 13 Select as applicable. ANNEX 1 to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Acceptance AgreementSTANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Commitment/ Loans for all Lenders9 Lenders12 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 Loans13 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]11 14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 9 List each Assignor, as appropriate. 8 10 List each Assignee, as appropriate. 9 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Loans”, “Extended Loans”, etc.). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to J. CREW GROUP, INC. By: Name: Title: 12 ]:16 15 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Lenders8 Amount of Commitment/ Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number Commitment/Loans 9 $ $ % $ $ % $ $ % [$ $ % 7. [Trade Date: __________________]11 ] 10 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.] 5 To be added for each Assignee that is an Affiliate of a Lender. 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 9 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. D-2 Form of Assignment and Acceptance Agreement Assumption D-3 Form of Assignment and Assumption [THE][EACH] ASSIGNEE HEREBY REPRESENTS AND WARRANTS THAT (A) IT HAS REQUESTED AND REVIEWED EACH LIST OF PERSONS REFERRED TO IN THE DEFINITION OF “INELIGIBLE ASSIGNEE” (AS DEFINED IN THE CREDIT AGREEMENT) AND (B) UPON REVIEW, IT IS NOT AN INELIGIBLE ASSIGNEE OR AN AFFILIATE OF AN INELIGIBLE ASSIGNEE. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNORASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR(S)] By: Name: Title: ASSIGNEEASSIGNEE[S]: [NAME OF ASSIGNEEASSIGNEE(S)] By: Name: Title: ANNEX 1 TO ASSIGNMENT AND ASSUMPTION D-4 Form of Assignment and Assumption [Consented to and and]1 Accepted: ROYAL BANK OF AMERICA, N.A.CANADA, as Administrative Agent By: Name: Title: [Consented to:][12] to:]2 MIDWEST HOLDING INC., as Borrower By: Name: Title: 12 1 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form 2 To be added only if the consent of Assignment and Acceptance the Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]7 Assignee[s]8 Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/ Commitment/Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans10 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Agreement Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:][12] to:]13 EXOPACK, LLC By: NameTitle: CELLO-FOIL PRODUCTS, INC. By: Title: 12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) Administrative Agent is required by the terms of the Credit Agreement. Form of Assignment and Acceptance Agreement.