Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 $ $ Advances1 Revolving Credit $________________ $________________ ______________% [7. Trade Date: __________________]2 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: Consented to: LIMITED BRANDSPEPSICO, INC., by . By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 $ $ % $ $ % Effective Date: _____________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. .] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and1 Accepted: JPMORGAN CHASE BANKNOMURA CORPORATE FUNDING AMERICAS, N.A.LLC, as Administrative Agent, by Agent By: Name: Title: :] [Consented to: LIMITED BRANDSto:2 LXXXXX POOL PRODUCTS, INC., by as Borrower By: Name: Title: ANNEX ] 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONTo be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN FIVE-YEAR REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans Revolver Loans: $ $ % Term Loans $ $ % Total: $ $ % [7. Trade Date: ] Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: *Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Consented to and Accepted: JPMORGAN CHASE BANK[NAME OF ADMINISTRATIVE AGENT], N.A.as [NAME OF L/C ISSUER], as Administrative Agent, by Agent L/C Issuer By By Title: [Consented to:] MARKWEST ENERGY OPERATING COMPANY, L.L.C., a Delaware limited liability company By: LIMITED BRANDSMARKWEST ENERGY PARTNERS, INC.L.P., by its Managing Member By: MARKWEST ENERGY GP, L.L.C., its General Partner By Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Advances Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Advances2 CUSIP Number $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] [Signatures to Follow] 1Select as applicable. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunderthereunder 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by : [ ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by : [ ] By: Name: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, by Agent By: Name: Title: [Consented toto:]5 [Name of Relevant Party]] By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ] Form of 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to:] By: Title: Form of Assignment and Assumption [Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED CONSTELLATION BRANDS, INC. AMENDED By: Name: Title:]1 1 To be included only if Borrower’s consent is requried. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 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 A-1 Loan Commitment,” etc.) 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Credit Agreement., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 Revolving Credit $ $ % 7. [Trade Date: _______________________________4] Effective Date: ___________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]5 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative AgentAgent By: Title 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. 3 Set forth, by Title: Consented to: LIMITED BRANDSto at least nine decimals, INCas a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Loan Assigned* Percentage Assigned of Commitment/ Loans2 Aggregate Amount of Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 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: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: ___________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 2 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, by Agent By: Name: Title: [Consented toto:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: LIMITED BRANDSRetail Opportunity Investments GP, INC.LLC, by a Delaware limited liability company, its general partner By: Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION_________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Loan Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans3 CUSIP Number $ $ % $ $ % [7. Trade Date: ____________________________]4 Effective Date: ____________________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE]] ____________________ 2 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”). 3 Set forth, by to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption By: Title: Exhibit D-1 Form of Assignment and Assumption [Consented to and and]5 Accepted: JPMORGAN CHASE BANK, N.A.CANTOR XXXXXXXXXX SECURITIES, as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS[CONTURA ENERGY, INC., by ] By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION]6 _____________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent and Issuing Bank By: Title: [Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDSto:]4 APOLLO GROUP, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Tranche Commitment” or “Multicurrency Tranche Commitment”). 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Amount of Percentage Commitment/ Commitment/ Assigned of Advances Advances Commitment/ Facility Assigned for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Lenders* Assigned* Advances1 Revolving Credit $ $ % [7. Trade Date: ]2 Effective Date: , 20 [TO 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: * Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 2 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS:] [PEPSICO, INC.] By: Title: [BANK OF AMERICA, by N.A., as L/C Issuer] By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 4 Select as applicable. Facility Assigned5 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assign-ment (e.g. “Term Loan Commitment”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 7 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facilities Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders4 Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/ Loans2 Commitment/Loans5 CUSIP Number (if appl $ $ % $ $ % $ $ % 7. Trade Date: ]6 [INTENTIONALLY LEFT BLANK] 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. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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. 1.1(16) - 3 CREDIT 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANK, N.A.THE BANK OF NOVA SCOTIA, as Administrative Agent, by Agent By: Name: Title: Consented to: LIMITED BRANDSLITHIA MASTER GP COMPANY, INC., by in its capacity and as general partner of LITHIA MASTER LP COMPANY, LP as Master Borrower By: Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans15 Term Loan Facility $ $ % Revolving Credit Facility $ $ % [7. Trade Date: ]16 15 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 16 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] 17 Accepted: Brasa (Holdings) Inc., as Borrower By: Name: Title: [JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Swing Line Lender and L/C Issuer By: Name: Title: Consented to: LIMITED BRANDS, INC., by Title: ]18 17 To be included to the extent consent is required. 18 To be completed to the extent assignment is of a Revolving Credit Commitment or consent is otherwise required. ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders of Assignor prior to Trade Date Amount of Commitment/Loans of Assignee prior to Trade Date Amount of Loans Assigned Percentage Assigned Amount of Commitment/ Loans2 Loans of Assignor after Trade Date Amount of Loans of Assignee after Trade Date $ $ % $ $ $ [7. Trade Date: ______________] Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: ________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: ________________________________ Title: [Consented to and and]3 Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as Administrative Agent, by Agent By: ________________________________ Title: [Consented toto:]4 BLACK HILLS CORPORATION By: LIMITED BRANDS, INC., by ________________________________ Title: __________________________________ 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of CommitmentInitial Commitments/Loans for For all Lenders Aggregate Amount of Increased Commitments/Loans For all Lenders Amount of Initial Commitment/Loans Assigned Amount of Increased Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans $ $ % $ $ $ $ $ $ $ $ $ $ $ $ $ [7. Trade Date: __________________] Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to:] By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. TO ASSIGNMENT AND ASSUMPTION AMENDED AND RESTATED TERM LOAN FIVE-YEAR SENIOR CREDIT AGREEMENT DATED AS OF MAY 23, 2014 AMONG COVIDIEN INTERNATIONAL FINANCE S.A., AS BORROWER, COVIDIEN PLC, THE LENDERS PARTIES THERETO, AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s] Assignee[s] Aggregate Amount of Commitment/Commitments/ Loans for all Lenders Lenders6 Amount of Commitment/Commitments/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitments/ Loans7 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: _]8 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 177 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and]9 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Name: Title: [Consented toto:]10 By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans CUSIP Number $_______________ $ _______________ ______________ % $_______________ $ _______________ ______________ % [7. Trade Date: ] Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE WACHOVIA BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, by Agent By: Name: Title: [Consented to:] WACHOVIA BANK, NATIONAL ASSOCIATION, as Issuing Bank By: LIMITED BRANDSName: Title: [Consented to:] ATLAS ENERGY OPERATING COMPANY, INC.LLC By: Atlas Energy Resources, by LLC, its sole member By: Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Revolving Commitment Assigned Commitment Amount Percentage Assigned Amount of Commitment/Revolving Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ $________________ $________________ ______________% $______________ [7. Trade Date: __________________] Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH WHICH, SUBJECT TO SECTION 15.9.1 OF THE CREDIT AGREEMENT, SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS, MIDDLEBY MARSHALL INC., by . By: Title: :] [OTHER REQUIRED CONSENTS] ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT TO ASSIGNMENT AGREEMENT [___________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAGREEMENT

Assigned Interest. Aggregate Amount of Commitment/Term Loans for all Lenders Amount of Commitment/Term Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Term Loans7 $ $ % $ $ % $ $ % [7. Trade Date: ______________]8 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loans of all Lenders thereunder. 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and and] Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., N.A. as Administrative Agent, by Agent By Name: Title: [Consented to: LIMITED BRANDS:] CITRIX SYSTEMS, INC., by . By Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitments/Outstanding Principal Amount of Term Loan* Amount of Commitment/Loans for all Lenders Amount Term Loan Assigned* Percentage Assigned of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Term Loan1 $ $ % $ $ $ $ [7. Trade Date: ]2 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: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: * Amount to be adjusted by the counterparties to take into account any prepayments made between the Trade Date and the Effective Date. 2 1 Set forth, to at least 9 decimals, as a percentage of the CommitmentAggregate Commitments/Loans Outstanding Principal Amount of all Lenders thereunderTerm Loan. The terms set forth in this 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]3 Accepted: JPMORGAN CHASE BANKNORTHWEST FARM CREDIT SERVICES, N.A.PCA, as Administrative Agent, by Agent By: Name: Title: [Consented toto:]4 PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership By: LIMITED BRANDSPlum Creek Timber I, INC.L.L.C., by its General Partner By: Plum Creek Timber Company, Inc., its Managing Member By: Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION3 To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 Advances1 Revolving Credit $ $ % [7. Trade Date: ]2 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: * Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 2 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS:] [PEPSICO, INC., by ] By: Title: ANNEX 1 LIMITED BRANDS[BANK OF AMERICA, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONN.A., as L/C Issuer] By: Title:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Commitment/Loans2 __________3 $ $ % __________ $ $ % __________ $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH, as Administrative Agent By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term B Commitment”, etc.). 4 To be added only if a Revolving Credit Commitment is assigned. Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC[ ]., by Titleas Issuing Bank By: ANNEX 1 LIMITED BRANDSTitle:]5 [Consented to: DAVITA, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONBy: Title:]6 5 To be added only if a Revolving Credit Commitment is assigned.

Assigned Interest. Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders4 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans2 Commitment5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ____________________________________]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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: 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. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 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 Assumption [Consented to and and]7 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: By: Title: [Consented to: LIMITED BRANDS, INC., by [●]]8 By: Title: 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders3 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 $ Loans4 $ % [7. Trade Date: ]5 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 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 Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]1 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented toto:]2 By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONTo be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 4 Select as applicable. Facility Assigned5 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ______________]7 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: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: 5 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”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 7 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 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. 2 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE], by ] By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Name: Title: [Consented toto:][12] By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONL/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders All Lenders7 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans8 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Form of Assignment and Assumption [7. Trade Date: ]9 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, .] 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Commitment/Loans Trade Date. Form of all Lenders thereunder. Assignment and Assumption The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]10 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS, INCBy: Title:]11 10 To be added only if the consent of the Administrative Agent is required by the terms of the Revolving Credit Agreement., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders * Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Commitment/Loans2 Revolving Commitment $ $ % [7. Trade Date: ]3 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: [Consented to and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]5 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer] By Title: [REGIONS BANK, as L/C Issuer] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 3 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders3 Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/ Loans2 Commitment/Loans4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 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 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. CREDIT 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]6 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent, by Agent By Title: [Consented to: LIMITED BRANDS, INC., by to:]7 [NAME OF RELEVANT PARTY] By Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans2 Commitment2 CUSIP Number Revolving Credit Loan $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Name: Title: [Consented toto:]5 By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONIssuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Class ofCommitment/Loans Aggregate Amount of Commitment/Loans for Loansfor all Lenders of theapplicable Class Amount of Commitment/Loans Assigned Percentage Assigned PercentageAssigned ofCommitment/ Loans of Commitment/ Loans2 the applicable Class 2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders of the applicable Class thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN FIVE-YEAR REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 4 Select as applicable. Facility Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The 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]8 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: 5 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”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 7 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment/Loans for all Lenders Lenders10 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]12 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 [ ] By: Title: ASSIGNEE [ ] By: Title: 8 List each Assignor, as appropriate. 2 9 List each Assignee, as appropriate. 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. The terms set forth in this Assignment 12 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent, by ] 13 [ ] By: Title: Consented to: LIMITED BRANDS, [CLIFFS NATURAL RESOURCES INC., by ] 14 [ ] By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION13 To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Amount of Percentage Assigned Commitment/Loans for all Lenders Amount of Commitment/Loans of Facility Assigned Percentage Assigned of Commitment/ Loans2 for all Lenders* Assigned* Commitment/Loans Revolving Facility $ $ % [7. Trade Date: _____________________, 201_]2 Effective Date: ___________ __, 20 201_ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: By: Name: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent By: Name: Title: Consented toto (if applicable): XXXXX XXXXXX INCORPORATED By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders1 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans2 $ $ Commitment2 CUSIP Number _________ $_______________ $___________ ___________% _________ $_______________ $___________ ___________% _________ $_______________ $___________ ___________% [7. Trade Date: __________________]3 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Commitment of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] 4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented toto:]5 [XXXXXXXXX TECHNOLOGY CORPORATION] By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans4 Tranche A Term Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Tranche B Term Facility $ $ % Dollar Revolving Facility $ $ % Alternative Currency Revolving Facility $ $ % ______________________________________ 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]5 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by [DAVITA INC. By: Name: Title: Consented to: LIMITED BRANDS, INC]6 ______________________________________ 5 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Percentage Commitment/Loans Lo Amount of Assigned of Facility ans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Lo Commitment/Lo Assigned2 Lenders3 ans Assigned3 ans4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and 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]. 2 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]6 Accepted: JPMORGAN CHASE BANK, N.A.LXXXXX COMMERCIAL PAPER INC., as Administrative Agent, by Agent By Title: [Consented to: LIMITED BRANDS, INC., by to:]7 DXXXX PET CARE COMPANY By Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Commitment Amounts / Credit Exposure for all Banks Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Commitment / Credit Exposure Assigned Percentage Assigned of Commitment/ Loans2 $ $ Commitment/Credit Exposure1 Letter of Credit Facility $_______________ $_______________ ____________% Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. REGISTER.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title] By: Name Title ASSIGNEE [NAME OF ASSIGNEE]] By: Name Title 1 Set forth, by Title: to at least 9 decimals, as a percentage of the Commitment / Credit Exposure of all Banks thereunder. [Consented to and and]2 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative AgentAgent By: Name Title [Consented to:]3 [NAME OF ISSUING BANK], by as Issuing Bank By: Name Title [Consented to:]4 [NAME OF RELEVANT PARTY] By: Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans for all Lenders Lenders7 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % Loans 8 CUSIP Number [7. Trade Date: ] 9 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assignment Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR[S] [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] 10 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to:] 11 [GRAPHIC PACKAGING INTERNATIONAL, LLC, as Borrower] [ , as ] By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for the Loan made by all Lenders Amount Lenders* Portion of Commitment/Loans Assigned the Loan Assigned* Percentage Assigned of Commitment/ Loans2 the Loan2 Loan $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE]] By: Name: Title: _____________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2Set forth, by to at least 9 decimals, as a percentage of the /Loan. 3To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: CITIBANK, N.A., as Administrative Agent By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A.THE SOUTHERN COMPANY, as Administrative Agent, by TitleBorrower By: Consented toName: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned 17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans 18 $ $ % $ $ % 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].] 17 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.). 2 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]19 Accepted: [NAME OF BORROWER] By: Title: [NAME OF ADMINISTRATIVE AGENT], by 20as Administrative Agent By: Title: [Consented to and Acceptedto:] [NAME OF RELEVANT PARTY] By: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., 19 To be added only if the consent of the Borrower and/or other parties is required by Title: the terms of the Credit Agreement. 20 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. ANNEX 1 LIMITED BRANDS, INCTO EXHIBIT M FIRST HUNTINGDON FINANCE CORP. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned12 Aggregate Amount of Commitment/Loans for all Lenders Lenders13 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans14 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % [7. Trade Date: __________________]15 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 10 List each Assignor, as appropriate. 2 11 List each Assignee, as appropriate. 12 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving 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. 14 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 15 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]16 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented toto:]17 By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 $ $ % Commitment/Loans6 4 Select as applicable. 5 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.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and 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]. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % [7. Trade Date: ______________]7 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]8 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By Title: [Consented to: LIMITED BRANDSto:]9 [VECTREN CAPITAL, INCCORP., by ] By Title: ANNEX 1 LIMITED BRANDS, INC7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans6 Term Loan Facility $ $ % [7. Trade Date: __________________]7 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 .] 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]8 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Facility Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ______________]7 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 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”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 7 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Revolving Commitment Assigned Commitment Amount Percentage of Revolving Commitment Assigned Amount of Commitment/Revolving Loans Assigned Amount of Term Loans Assigned Percentage of Term Loans Assigned of Commitment/ Loans2 $ $ $________________ $________________ ___________% $______________ $______________ ___________% [7. Trade Date: __________________] Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH WHICH, SUBJECT TO SECTION 15.9.1 OF THE CREDIT AGREEMENT, SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and Accepted: JPMORGAN CHASE BANKAccepted:10 BANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: :] [Consented to: LIMITED BRANDSMIDDLEBY MARSHALL INC. By: Title:] [Consented to: THE MIDDLEBY CORPORATION By: Title:] [BANK OF AMERICA, INC.N.A., by as Swing Line Lender and as an Issuing Lender By: Title: :]] [OTHER ISSUING LENDERS]] 10 See Section 15.9.1(b) to the Credit Agreement for required consents ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT TO ASSIGNMENT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAGREEMENT

Assigned Interest. Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: __________________, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANKAXXXXX, N.A.XXXXXX ENERGY SERVICER, LLC, as Administrative Agent, by Agent By: Title: [Consented to:] [NAME OF RELEVANT PARTY] By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN XXXXX 0 XXX XXXXXX CORPORATION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Commitment/Loans Revolving Facility $ $ % [7. Trade Date: , 20 ]2 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: By: Name: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent By: Name: Title: Consented toto (if applicable): XXXXX XXXXXX INCORPORATED By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Commitment/Loans2 $ $ _______% 7 Trade Date3: Effective Date: ____________, 20 201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFOR]AGENT.] __________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR], by ] By: Name:Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE], by ] By: Name:Title: Consented to and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent, Swing Line Lender and an LC Issuer By:___________________________ Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by an LC Issuer By:___________________________ Name: Title: [NAME OF LC ISSUER], as an LC Issuer By:___________________________ Name: Title: [Consented to: LIMITED BRANDS, INC., ENOGEX LLC By:___________________________ Name: Title:]4 ________________________________ 4 To be added only if the consent of the Borrower is required by Title: the terms of the Credit Agreement ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION1

Assigned Interest. 2 Select as applicable. Maximum Revolving Credit Amount Assigned Percentage Assigned of Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Maximum Revolving Credit Amounts* Term Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ Aggregate Term Loans* % % % % % % Effective Date: ____________ ___, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: * each total and partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, including, without limitation, a pro rata portion of its Revolving Credit Commitment, Maximum Revolving Credit Amount, LC Exposure, participations in Letters of Credit, outstanding Revolving Loans and outstanding Term Loans [Consented to and and]3 Accepted: JPMORGAN CHASE BANK, N.A.The Bank of Nova Scotia, as Administrative Agent, by Agent By: Name: Title: [Consented toto:]4 [NAME OF RELEVANT PARTY] By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Lenders2 Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans3 CUSIP Number $ ________________ $ _________ ____________ % [7. Trade Date: ]4 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: 1 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” or “Term Commitment” or “Incremental Term Commitment”). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 4 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented toto:]6 By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]2 Assignee[s]3 Aggregate Amount of Commitment/Loans for all Lenders Lenders4 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans5 CUSIP Number $ $ % $ $ % $ $ % 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 Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 List each Assignor, as appropriate. 2 3 List each Assignee, as appropriate. 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. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]6 Accepted: JPMORGAN CHASE SUNTRUST BANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDSto:]7 XXXXXX HEALTHCARE, INC., by a Delaware corporation By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount 1 Select as applicable. Type of Commitment/Loan Assigned Total Loans for of all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/ Loans2 Loans3 [ ] $ $ [ ]% 2 Shall not be in an amount less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, except to the extent such assignment is to an Affiliate of the assigning Lender or an Approved Fund with respect to such Lender, or an assignment of the entire remaining amount of the assigning Lender’s Loans or Commitments. 3 Set forth, to at least nine decimals, as a percentage of the Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by [WABASH NATIONAL CORPORATION]4 By: Name: Title: Consented to: LIMITED BRANDSXXXXXX XXXXXXX SENIOR FUNDING, INC., by as the Administrative Agent By: Name: Title: 4 To be completed to the extent consent is required under Section 13.6(b)(i)(A) of the Credit Agreement. ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Assigned* Percentage Assigned of Commitment/ Loans2 Commitment2 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented toto:]5 By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ Loans CUSIP Number _________ $___________ $_________ ________% _________ $___________ $_________ _________% _________ $___________ $_________ ________% [7. Trade Date: ] Form of 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANK, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, by Agent By: Title: By: Title: [Consented to:] By: LIMITED BRANDS, INC., by Title: Form of Assignment and Assumption ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 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].] 6 List each Assignor, as appropriate. 2 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. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and]12 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Name: Title: [Consented toto:]13 By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 $ $ Advances1 Revolving Credit $________________ $________________ ______________% [7. Trade Date: __________________]2 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: ____________________ *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. [1] Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. [2] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: _________________________________ Title: Consented to: LIMITED BRANDSPEPSICO, INC., by . By: _________________________________ Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 16 Select as applicable. Facility Assigned17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans18 $ $ % $ $ % 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].] ___________________________ 17 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.). 2 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]19 Accepted: [NAME OF BORROWER] By: Title: [NAME OF ADMINISTRATIVE AGENT], by 20as Administrative Agent By: Title: [Consented to and Acceptedto:] [NAME OF RELEVANT PARTY] By: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INC., _________________________________ 17 To be added only if the consent of the Borrower and/or other parties is required by Title: the terms of the Credit Agreement. 18 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. ANNEX 1 LIMITED BRANDS, INCTO EXHIBIT M FIRST HUNTINGDON FINANCE CORP. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set .] 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: 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 4Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, by Agent By:__________________________________ Name: Title: Consented to: LIMITED BRANDS, INC., by [NAME OF RELEVANT PARTY] By:__________________________________ Name: Title: 92 ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT [__________________]5 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Loans2 Loans1 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]2 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 2 To be completed if the Assignor and Assumption are hereby agreed tothe Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 Accepted: ASSIGNOR [NAME BANK OF ASSIGNOR]AMERICA, by N.A., as Administrative Agent By: Title: ASSIGNEE [NAME OF ASSIGNEE]Consented to:]4 CISCO SYSTEMS, by INC. a Delaware corporation By: Title: [Consented to to:]5 [BANK OF AMERICA, N.A., as an L/C Issuer] [and AcceptedSwing Line Lender] By: Title: [CITIBANK, N.A., as an L/C Issuer] By: Title: [DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer] By: Title: [JPMORGAN CHASE BANK, N.A., as Administrative Agent, by an L/C Issuer] By: Title: Consented to: LIMITED BRANDS[XXXXX FARGO BANK, INCNATIONAL ASSOCIATION, 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/ Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By Name: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A. as Administrative Agent By Name: Title: [Consented to:]5 [BANK OF AMERICA, N.A., as Administrative Agent, by L/C Issuer and Swing Line Lender] By Name: Title: Consented to[EPICOR SOFTWARE CORPORATION, a Delaware corporation] By Name: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Amount of Percentage Revolving Revolving Assigned of Facility Assigned Commitment/Loans Commitment/Loans Revolving for all Lenders Amount of Assigned Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 2 Revolving Committed Amount $ $ % _________________ $ $ % _________________ $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDSto:]5 NORDSTROM, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONBy: Title: 4 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Loans CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ] Form of 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and] Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to:] By: Title: Form of Assignment and Assumption [Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED CONSTELLATION BRANDS, INC. AMENDED By: Name: Title:]1 1 To be included only if Borrower’s consent is required by Section 9.04 of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of Commitment/ Loans2 [Term Loan Commitment] [Term Loans]2 Term Loans $ $ % [7. Trade Date: ____________ ]3 ________________________ 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 967770.02F-CHISR01A - MSW EXHIBIT B-2 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage .] This date may not be fewer than 5 Business days after the date of assignment unless the Commitment/Loans of all Lenders thereunderAdministrative Agent otherwise agrees. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK[_________, N.A.as Designated Company] To be added only if the approval of such person is required by the terms of the Credit Agreement. By: Name: Title: [_______], as Administrative Agent, by Agent By: 967770.02F-CHISR01A - MSW EXHIBIT B-3 Name: Title: Consented to: LIMITED BRANDS, INC., by Title: 967770.02F-CHISR01A - MSW ANNEX 1 LIMITED BRANDS, to Assignment and Assumption NOVELIS INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 $ $ Advances1 $________________ $________________ ______________% [7. Trade Date:__________________]2 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: Consented to: LIMITED BRANDSPEPSICO, INC., by . By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans2 $ $ Commitment2 CUSIP Number _____________ $________________ $________________ ______________% _____________ $________________ $________________ ______________% _____________ $________________ $________________ ______________% [7. Trade Date: __________________] 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and and] 4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Title: [Consented to: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS:] 5 BEARINGPOINT, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONBy: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Aggregate Amount of Commitment/Loans for all Lenders Lenders11 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans12 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]13 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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 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]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and]14 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, by [,] [and] Swing Line Lender [and L/C Issuer] By: Name: Title: [Consented to: LIMITED BRANDS, INCto:]15 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Amount of [Term Percentage Assigned [Term Loan Loan Commitment] of [Term Loan Commitment] [Term [Term Loans] Commitment] [Term Facility Assigned Loans] for all Lenders Assigned Loans]2 Term Loans $ $ % [7. Trade Date: ____________ ]3 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans for of all Lenders Amount thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % the Trade Date. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK[NOVELIS INC., as Borrower]5 By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent, by Agent By: Name: Title: Consented to: LIMITED BRANDS, INC., 4 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 5 To be added only if the approval of such person is required by Title: the terms of the Credit Agreement. ANNEX 1 LIMITED BRANDS, to Assignment and Assumption NOVELIS INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 Advances1 $ $ % [7. Trade Date: __________________]2 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: Consented to: LIMITED BRANDSPEPSICO, INC., by . By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Sub-Commitment /Loans for all Lenders Amount of Commitment/Loans Sub-Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] 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. “Dollar Sub-Commitment”, “Multicurrency Sub-Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE BANK, N.A., as [Administrative Agent, by Agent][Swingline Lender] By: Name: Title: [Consented toto:]5 BRUNSWICK CORPORATION By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS[Consented to and]6 Accepted: [Issuing Lender], INCas an Issuing Lender 4 To be added only if the consent of the Administrative Agent or Swingline Lender is required by the terms of the Credit Agreement. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION5 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 Revolving Credit $ $ % 7. [Trade Date: _______________________________4] Effective Date: ___________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: [Consented to and and]5 Accepted: JPMORGAN CHASE XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative AgentAgent By: Title 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. 3 Set forth, by Title: Consented to: LIMITED BRANDSto at least nine decimals, INCas a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Class of Commitments/Loans2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 CUSIP Number Backstop Tranche Commitment/Loan $ $ % Purchase Tranche Commitment/Loan $ $ % $ $ % 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].] 2 For each assignment of Purchase Tranche Loans or Backstop Tranche Loans, as applicable, a ratable interest of the other Class of Loans (if any) shall also be assigned. 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANKXXXXXX XXXXXXX SENIOR FUNDING, N.A., INC. as Administrative Agent, by Agent By: Title: Consented to[BORROWER(S)] By: LIMITED BRANDS, INC., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Facility Assigned2 all Lenders* Assigned* Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ] 4 Effective Date: ___, 20 ___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] 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]5 Accepted: BANK OF AMERICA, N.A. as Administrative Agent By Title: [LCC INTERNATIONAL, INC.]6 By Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, etc.). 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. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 5 To be added only if the consent of the Administrative Agent is required by the terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Credit Agreement., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/ Loans2 $ $ Advances1 Revolving Credit $________________ $________________ ______________% [7. Trade Date: __________________]2 Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: _______________ *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, by Agent By: Title: Consented to: LIMITED BRANDSPEPSICO, INC., by . By: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Facility Assigned3 all Lenders* Assigned* Commitment/Loans4 $ $ % $ $ % $ $ % [7. Trade Date: ______________]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].] 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]6 Accepted: BANK OF AMERICA, N.A. as Agent By: Title: [Consented to:]7 [BANK OF AMERICA, N.A., as L/C Issuer] 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche B 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. 2 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 5 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented the Assignee intend that the minimum assignment amount is to and Accepted: JPMORGAN CHASE BANK, N.A., be determined as Administrative Agent, by Title: Consented to: LIMITED BRANDS, INCof the Trade Date., by Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans (set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder) Commitment Assigned $ $ % Loans $ $ % Fees Assigned (if any): $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented to and Accepted: JPMORGAN CHASE XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, by Agent By Title: Consented to: LIMITED BRANDSXXXXX-XXXXX, INC., by . By Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Commitment/Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption are hereby agreed to[Consented to and] Accepted: ASSIGNOR [NAME OF ASSIGNORADMINISTRATIVE AGENT], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent By: Title: [Consented to:] By: LIMITED BRANDS, INC., by Title: Form of Assignment and Assumption ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Advances Assigned* Percentage Assigned of Commitment/ Loans2 Advances2 CUSIP Number $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ______________]3 Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] [Signatures to Follow] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Advances of all Lenders thereunderthereunder 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR], by _____________________] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE], by ______________________] By: Name: Title: [Consented to and and]4 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, by Agent By: Name: Title: [Consented toto:]5 [Name of Relevant Party]] By: LIMITED BRANDS, INC., by Name: Title: ANNEX 1 LIMITED BRANDS, INC4 To be added only if the consent of the Agent is required by the terms of the Credit Agreement. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS 5 To be added where the consent of the Borrower and/or other parties (e.g. Swing Line Lender/the Issuing Lender) is required by the terms of the Credit Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Commitments / Loans for Class of Loans Assigned Aggregate Amount of Commitments / Loans held1 Aggregate Amount of Commitments / Loans assigned2 Percentage of Commitments / Loans assigned $ [ ] $ _____ _____ % 1 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders Amount thereunder. Form of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 $ $ % Assignment and Acceptance Effective Date: __________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Form of Assignment and Acceptance Consented to and Accepted: JPMORGAN CHASE BANK, N.A.BARCLAYS BANK PLC, as Administrative Agent, by the Agent By: Title: [Consented toto:]3 PROFRAC SERVICES, LLC, as Borrower By: LIMITED BRANDS, INC., by Title: 3 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Form of Assignment and Acceptance ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Commitment/Loans2 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: Consented to and and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as L/C Issuer and Administrative Agent, by Agent By: Title: [Consented toto:]4 CITIBANK, N.A., as L/C Issuer By: LIMITED BRANDS, INC., by Title: [Consented to:]4 BORROWER By: Title: 4 To be added if consent is required under the Credit Agreement. Form of Assignment and Assumption ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN CREDIT AGREEMENT ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/ Loans2 Commitment1 Revolving Advances $ ________________ $ ________________ ______________ % Or [TO BE USED IN THE CASE OF AN AFFILIATE ASSIGNMENT ONLY] Amount of Advance Assigned Warehouse Asset to which Assigned Advance Relates $________________ ________________ Effective Date: __________________, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 20__ The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR]XXXXXX XXXXXXX BANK, by N.A.] By: Title: Authorized Signatory ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: Consented 1 Set forth, to and at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. Accepted: JPMORGAN CHASE BANKXXXXXX XXXXXXX SENIOR FUNDING, N.A., INC. as Administrative Agent, by Agent By: Title: Authorized Signatory [Consented to: LIMITED BRANDS[ ], INC., by Titleon behalf of [ ] By: Title:][NOT REQUIRED IN THE CASE OF AN AFFILIATE ASSIGNMENT] ANNEX 1 LIMITED BRANDS, INC. AMENDED TO ASSIGNMENT AND RESTATED TERM LOAN ASSUMPTION BCRED MAROON PEAK FUNDING LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans for all Lenders Amount Assigned* Percentage Assigned of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans2 CUSIP Number $ $ ____________% $ $ ____________% $ $ ____________% [7. Trade Date:_________]3 Effective Date: ______________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].] 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: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 3 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by Title: ASSIGNEE [NAME OF ASSIGNEE], by Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative AgentAgent By: Xxxxxxxx Carry Vice President BANK OF AMERICA, by TitleN.A., as L/C Issuer and Swing Line Lender By: Xxxxx X. Xxxxxxx Managing Director [Consented toto:]4 ESSEX PORTFOLIO, L.P., a California limited partnership By: LIMITED BRANDSESSEX PROPERTY TRUST, INC., by a Maryland corporation its General Partner By Name: Title: ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans2 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. .] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], by ] By: Title: ASSIGNEE [NAME OF ASSIGNEE], by ] By: Title: ____________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Revolving Commitment", "Term Loan Commitment", etc.). 3 Set forth, so at lest 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by Agent [and Issuing Bank and Swingline Lender] By: Title: [[________], as an Issuing Bank] By: Title: [Consented to:] 4 UNIVERSAL CORPORATION By: LIMITED BRANDS, INC., by Title: ____________________ 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ANNEX 1 LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION