Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 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: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans8 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEWILMINGTON TRUST, INC.4 NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: OZ MANAGEMENT LP By: Och-Ziff Holding Corporation, its general partner By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAOZ ADVISORS LP By: Och-Ziff Holding Corporation, 5 as Administrative Agent its general partner By: Name: Title: OZ ADVISORS II LP By: Och-Ziff Holding LLC, its general partner By: Name: Title:: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 9 To be completed to added only if the extent consent of Borrowers is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONAGREEMENT

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Maximum Loan Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Aggregate Maximum Loan Amount Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Aggregate Maximum Loan Amount $ $ % Tranche B Revolving Loans $ $ % 2 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 THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]2 Accepted: SUNTRUST BANK, 5 as Administrative Agent By: Name: Title: By[Consented to and]3 Accepted: Name: Title: [ ]SUNTRUST BANK, 6 as Issuing Bank By: Name: Title: [Consented to and]4 Accepted: XXXXX EXPLORATION - PERMIAN, LLC By: Name: Title: 5 2 To be completed to added only if the extent consent of the Administrative Agent is required under by Section 10.04(b)10.4(b) of the Credit Agreement. 6 Reference to 3 To be added only if the consent of the Issuing Bank (is required by Section 10.4(b) of the Credit Agreement. 4 To be added only if anythe consent of the Borrower is required by Section 10.4(b) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: By Title: By: Name: [Consented to:]3 GRIFFON CORPORATION By Title: [ ]Consented to: JPMORGAN CHASE BANK, 6 N.A. as Issuing Bank By: Name: Lender By Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION:

Assigned Interest. Facility Assigned Assignor3 Assignee4 Aggregate Amount of Commitment/Loans for all Lenders Lenders5 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans6 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % [7. Trade Date: ______________________]7 Effective Date: _______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 List Assignor. 4 List Assignee. 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]1 Accepted: MIZUHO BANK, 5 LTD., as Administrative Agent By: Name: Title: 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]2 MPLX LP, a Delaware limited partnership By: MPLX GP LLC, its General Partner By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans 2 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEKEYBANK NATIONAL ASSOCIATION, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: NameTitle: [NISOURCE INC., as Borrower]3 By: Title: By: Name: Title: [ ]______________________________________________ 2 Set forth, 6 so at least 9 decimals, as Issuing Bank By: Name: Title: By: Name: Title: 5 a percentage of the Commitments/Loans of all Lenders thereunder. 3 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Loan Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I 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 Tranche A Revolving Loans Credit $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement. By Title: [Consented to:]4 SELECT COMFORT CORPORATION By Title: 4 To be completed to added only if the extent consent of the Company is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONFOR

Assigned Interest. 1 Select as applicable. Raven Industries Credit Agreement Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: [Consented to and]4 Accepted: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 This date may not be fewer than 5 Business days after Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA[NAME OF ADMINISTRATIVE AGENT], 5 as Administrative Agent By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I [ ]6 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Assigned2 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 2 Set forth, to at least nine (9) decimals, as a percentage of the Commitment/Loans of all Banks thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and AcceptedAccepted:]3 JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: BANKRATE[Consented to:]4 XXXXXX INTERNATIONAL INC., INC.4 By: Name: as Borrower By Title: 3 This date may not be fewer than 5 Business days after If required by the date terms of assignment unless the Administrative Agent otherwise agreesCredit Agreement. 4 To be completed to If required by the extent consent terms of the Credit Agreement and so long as no Event of Default has occurred and is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitmentscontinuing. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR]. The Assignee (in the case an Assignee is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Canadian Commitment”, “US Commitment”, “UK Commitment”.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By execution of this Assignment and Assumption Agreement, the Assignee hereby accedes to the Security Trust Deed and agrees to be bound by the terms of the Security Trust Deed as a Finance Party (as that term is defined in the Security Trust Deed). The terms set forth in this Assignment and Assumption Assumption, which is executed as a deed, are hereby agreed to: Executed as a deed by ASSIGNOR [NAME OF ASSIGNOR] By: ], by Title: by4 Title: in the presence of:5 Executed as a deed by ASSIGNEE [NAME OF ASSIGNEE] By: ], by Title: by6 Title: in the presence of:7 4 If two signatories are required. 5 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. 6 If two signatories are required. 7 The form needs to be signed in the presence of a witness. The witness does not need to meet any specific requirements. Consented to and Accepted: BANKRATEJPMorgan Chase Bank, INC.4 By: Name: N.A., as Administrative Agent, by Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAConsented to: JPMorgan Chase Bank, 5 N.A., as Administrative Agent By: Name: Issuing Bank, by Title: ByConsented to: Name: Patheon Inc., as Parent Borrower by Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment US$75,000,000 Amended and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT Restated Revolving 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: [ ], 20 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after 2 Set forth, to at least 9 decimals, as a percentage of the date Commitments/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]3 Accepted: JPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: Name: Title: [Consented to:]4 JPMORGAN CHASE BANK, N.A., as [Swingline Lender] [Issuing Bank] By: Name: Title: [ ], 6 as Issuing Bank [Consented to:]5 CABOT CORPORATION By: Name: Title: By: Name: Title: 5 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans5 $ $ % Tranche B Revolving Loans $ $ % 2 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 GLOBAL ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Global Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Restricted Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders under the Credit Agreement. [Consented to and and]6 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Global Administrative Agent By: NameTitle: [Consented to:]7 QUICKSILVER RESOURCES INC. By: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Global Administrative Agent is required under by Section 10.04(b)12.04(b) of the Credit Agreement. 6 Reference to Issuing Bank (7 To be added only if anythe consent of the Borrower is required by Section 12.04(b) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]2 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A.,, as Administrative Agent By Title: 3 This date may not [Consented to:]3 HXXXXX XXXX EDUCATORS CORPORATION By Title: 2 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]3 Accepted: BANKRATE2 Set forth, INC.4 By: Name: Title: to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 4 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. Revolving Commitment,” “Term Commitment,”). Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. $ $ % $ $ % $ $ % 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: [Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not and] To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: Name: By Title: By[Consented to and] To be added only if the consent of the Issuing Lender is required by the terms of the Credit Agreement. Accepted: Name: BANK OF AMERICA, N.A., as Issuing Lender By Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 [Consented to:] To be completed to added only if the extent consent of the Borrower and/or other parties is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATECORELOGIC, INC. REVOLVING CREDIT AGREEMENT By Title: ANNEX 1 Amended and Restated Credit Agreement, dated as of April 21, 2015 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CoreLogic, Inc., CoreLogic Australia Pty Limited, the other Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, Bank of America, as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATE[JPMORGAN CHASE BANK, INC.4 By: Name: N.A.], as Agent By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be completed to added only if the extent consent of the Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Loans1 Revolving Loans Loan Commitment $ $ % Tranche B Revolving Loans Term Loan $ $ % 2 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.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after 1 Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]2 Accepted: BNP PARIBAS, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank [Consented to:]3 U.S. SILICA COMPANY By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to 3 To be added only if the consent of Company and/or other parties (e.g. Swing Line Lender, Issuing Bank (if anyLender) is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING U.S. SILICA COMPANY $425,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 8, 2011 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONASSUMPTION AGREEMENT

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans5 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Restricted Subsidiaries and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders under the Credit Agreement. ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]6 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 TORONTO BRANCH, as Administrative Agent By: NameTitle: [Consented to:]7 QUICKSILVER RESOURCES CANADA INC. By: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under by Section 10.04(b)12.04(b) of the Credit Agreement. 6 Reference to Issuing Bank (7 To be added only if anythe consent of the Borrower is required by Section 12.04(b) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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/Commitment/ Loans Assigned Class of Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ [Revolving/Term] % Tranche B Revolving Loans $ $ [Revolving/Term] % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment$ $ [Revolving/Loans of all Lenders thereunder. Term] % 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE2 Set forth, INC.4 to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: NameTitle: [Consented to:]3 AMTRUST FINANCIAL SERVICES, INC. By: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]3 [BORROWER] By: Title: By: Name: Title: 3 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 ByN.A., as Administrative Agent By Title: Name[Consented to:]4 TD AMERITRADE CLEARING, INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Term Loan Facility Assigned 1 Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned 2 Percentage Assigned of Term Commitment/Loans2 Tranche A Revolving Term Loans 3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 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 Accepted: BANKRATE, INC.4 ASSIGNOR By: Name: Title: 1 Fill in the appropriate terminology for the types of Term Loan Facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment” or other Term Loan Facility under the Credit Agreement). 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 This date may not be fewer than 5 Business days after Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders. 4 To be completed ASSIGNEE NAME OF ASSIGNEE By: Name: Title: [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]3 Accepted: CREDIT SUISSE AG, 5 CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: [ ][Consented to:]5 CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, 6 as Issuing Bank LLC By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. CUSIP Number 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.]3 THEREFOR]. The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower(s), the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and State securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By], as Assignor, by Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By], as Assignee, by Name: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: N.A., as the Administrative Agent, by Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAFREEPORT-MCMORAN COPPER & GOLD INC., 5 as Administrative Agent By: By Name: Title: By: [PLAINS EXPLORATION & PRODUCTION COMPANY, by Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ] ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans4 Commitment Maturity Date of Assigned Commitment/Loans $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent 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, including Federal and state securities laws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 Exhibit C to Credit Agreement The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]5 Accepted: JPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: [Consented to:]6 [NAME OF RELEVANT PARTY] By: Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference To be added only if the consent of the Parent and/or other parties (e.g. Swing Line Lenders, LC Issuers) is required by the terms of the Credit Agreement. Exhibit C to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. Credit Agreement ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]3 Accepted: BANKRATEXXXXX FARGO BANK, INC.4 ByNATIONAL ASSOCIATION, as Administrative Agent By Title: Name[Consented to:]4 TD AMERITRADE HOLDING CORPORATION By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Lenders Assigned Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] [Signatures begin on the following page] 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 above are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORName of Assignor] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEEName of Assignee] By: Name: Title: [Consented to and and]3 Accepted: BANKRATEWXXXX FARGO BANK, INC.4 NATIONAL ASSOCIATION as Administrative Agent, Swingline Lender and Issuing Lender By: Name: Title: [Consented to:]4 QUANEX CORPORATION By: Name: Title: 3 This date may not be fewer than 5 Business days after Add only if the date consents of assignment unless the Administrative Agent otherwise agreesAgent, the Swingline Lender and the Issuing Lender are required by Section 10.04 of the Credit Agreement. 4 To be completed to Add only if the extent consent of the Borrower is required under by Section 10.04(b) and 10.04 of the definition of “Eligible Assignee”Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 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 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Multicurrency Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender] 4 By: Name: Title: 3 This date may not be fewer than [[__________], as an Issuing Bank] 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. By: Title: [Consented to:] 6 THE SCOTTS MIRACLE-GRO COMPANY By: Title: ________________________ 4 To be completed to added only if the extent consent of the Issuing Banks and the Swingline Lender is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Issuing Banks is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans 2 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as and Issuing Bank By: NameTitle: [Consented to:] 3 INFORMATICA CORPORATION By: Title: By: Name: Title: 5 ____________________ 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of all Lenders Assigned Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 ByNATIONAL ASSOCIATION, as Administrative Agent By Title: Name: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 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.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATE[JPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle:]3 Consented to: GENERAL MOTORS COMPANY By: Title: By: Name: Title: [ ]3 Prior written consent of the Company and the Administrative Agent, 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 10.04(b)8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned 1 Select as applicable. Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEMUFG BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USALTD., 5 as Administrative Agent By: NameTitle: [NISOURCE INC., as Borrower] 3 By: Title: By: Name: Title: [ ]2 Set forth, 6 so at least 9 decimals, as Issuing Bank By: Name: Title: By: Name: Title: 5 a percentage of the Commitments/Loans of all Lenders thereunder. 3 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Loan Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned4 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans5 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]6 Accepted: BANKRATE[BANK OF AMERICA, INC.4 By: Name: N.A.], as Agent By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 [Consented to:]7 [NAME OF RELEVANT PARTY] By Title: 6 To be completed to added only if the extent consent of the Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Assigned6 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans7 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Title: 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and and]8 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A., as Administrative Agent By Title: 3 This date may not [Consented to:]9 AOL INC. By Title: [NAME OF ANY OTHER RELEVANT PARTY] By Title: 8 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Tranche A Revolving Credit Loans 1 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. [Consented to and and]2 Accepted: BANKRATEWXXXX FARGO BANK, INC.4 N.A., as Administrative Agent [, as Letter of Credit Issuer] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA[Consented to:]3 INTERNATIONAL TRANSMISSION COMPANY, 5 as Administrative Agent Borrower By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of the Administrative Agent and/or Letter of Credit Issuer is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date[Consented to and]4 Accepted: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent [Consented to:]5 [NAME OF RELEVANT PARTY] By: Name: Title: By: Name: Title: [ ]4 To be added only if the consent of the Administrative Agent, 6 as Issuing Bank By: Name: Title: By: Name: Title: and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment ASSIGNMENT AND ASSUMPTION Credit Agreement dated as of September 18, 2019 among F45 Training Holdings Inc., a Delaware corporation, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT each lender from time to time party thereto 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 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A., as Administrative Agent By Title: 3 This date may not [Consented to:]5 [FMC TECHNOLOGIES, INC.] By Title: 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 Effective Date: __________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF XXXXXXXX], By: Name: Title: 1 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.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ], By: Name: Title: Consented to and Accepted: BANKRATECITIBANK, INC.4 N.A., AS ADMINISTRATIVE AGENT, By: Name: Title: 3 This date may not be fewer than 5 Business days after [Consented to: CF INDUSTRIES, INC., as the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent Lead Borrower By: Name: TitleTitle:]2 [Consented to: [ISSUING BANKS], By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]3 2 To be completed to added only if the extent consent of the Lead Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Revolving Commitments Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Revolving Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitments $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 and as Issuing Bank By: Name: By Title: ByConsented to: Name[NAME(S) OF ADDITIONAL ISSUING BANK(S)] By Title: [Consented to:]5 [WESCO DISTRIBUTION, INC., as Borrower Representative] By Title: 5 To be completed to included only if the extent consent of the Borrower Representative is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONFOR

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 Effective Date: __________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR], By: Name: Title: 1 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.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ], By: Name: Title: Consented to and Accepted: BANKRATECITIBANK, INC.4 N.A., AS ADMINISTRATIVE AGENT, By: Name: Title: 3 This date may not be fewer than 5 Business days after [Consented to: CF INDUSTRIES, INC., as the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent Lead Borrower By: Name: TitleTitle:]2 [Consented to: [ISSUING BANKS], By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]3 2 To be completed to added only if the extent consent of the Lead Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATE[NAME OF ADMINISTRATIVE AGENT], INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: NameTitle: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 N.A., as Administrative Agent and Issuing Bankand Swingline Lender By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees[Consented to:]3 PERKINELMER, INC. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ]2 Set forth, 6 so at least 9 decimals, as Issuing Bank By: Name: Title: By: Name: Title: 5 percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed to added only if the extent consent of the Company is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans3 CUSIP Number Initial Term B Loans $ $ % [such other Tranche B Revolving of Term Loans as has been established pursuant to the Credit Agreement] $ $ % 2 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 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: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: CITIBANK, 5 N.A., as Administrative Agent By: Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEUBS AG, INC.4 By: Name: STAMFORD BRANCH, as Administrative Agent By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees[Consented to: NORTHSTAR REALTY FINANCE CORP. By Title:]4 4 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT Exxxxxx X- 0 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Assigned3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A., as Administrative Agent By Title: 3 This date may not [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans6 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: , 20 [TO BE INSERTED BY PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Paying Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderBanks. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 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: BANKRATECITIBANK, INC.4 By: Name: N.A., as Paying Agent By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees[Consented to: SOUTHWEST AIRLINES CO. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: TitleBy Title:]7 [Consented to: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (Lender By Title:]8 7 Include if any) required for an assignment of Tranche A Revolving Commitments. applicable 8 Include if applicable ANNEX 1 to Assignment Credit Agreement dated as of April 2, 2013 among Southwest Airlines Co., the Banks parties thereto, Citibank, N.A., as Paying Agent, and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT the other agents parties thereto STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATE[BANK OF AMERICA, INC.4 By: Name: N.A.], as Agent By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be completed to added only if the extent consent of the Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Credit Commitments $ $ % Competitive Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forthEffective Date (herein, 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.]3 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 and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]4 INTERNATIONAL PAPER COMPANY By Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING $1,500,000,000 3-YEAR CREDIT AGREEMENT DATED AS OF NOVEMBER 20, 2009 BETWEEN INTERNATIONAL PAPER COMPANY, CERTAIN LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Tranche A Revolving Credit Loans 1 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. Name: Title: [Consented to and and]2 Accepted: BANKRATEWXXXX FARGO BANK, INC.4 N.A., as Administrative Agent [, as Letter of Credit Issuer] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA[Consented to:]3 MICHIGAN ELECTRIC TRANSMISSION COMPANY, 5 LLC, as Administrative Agent Borrower By: ITC Holdings Corp., its sole manager By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of the Administrative Agent and/or Letter of Credit Issuer is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. 1 Form to be used for any Assignee other than an Affiliated Lender. 2 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans Commitment (and related extensions of credit) for all Lenders Amount of Commitment/Loans Commitment (and related extensions of credit) Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Commitment (and related extensions of credit)3 Term Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR]. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment 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]4 Accepted: BANKRATEBARCLAYS BANK PLC, INC.4 as Administrative Agent, By: Name: Title: 3 This date may not [Consented to:]5 WME IMG HOLDINGS, LLC, as Holdings, By: Title: 4 To be fewer than 5 Business days after included only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under by Section 10.04(b9.04(b)(i)(B) and of the definition of “Eligible Assignee”Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to included only if the extent consent of Holdings is required under by Section 10.04(b)9.04(b)(i)(A) of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING $[ ] CREDIT AGREEMENT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONFOR

Assigned Interest. Facility Assigned Aggregate Amount of Amount of Percentage Assigned Facility Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of Assigned2 for all Lenders thereunderLenders* Assigned* Commitment/Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]4 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.]3 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 2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g. “Acquisition Loan Commitment,” “Revolving Commitment,” “Real Estate Loan,” “Term Loan,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and Accepted: BANKRATEthe Effective Date. 3 Set forth, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX XXXXX BANK USA[Consented to and] 5 Accepted: TORONTO DOMINION (TEXAS) LLC, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: [Consented to:]6 XXXXX & WESSON HOLDING CORPORATION By: Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans2 Tranche A Revolving Loans Term Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.]4 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Consented to and Accepted: BANKRATECREDIT SUISSE AG, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USACAYMAN ISLANDS BRANCH, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ][Consented to:]5 [STARDUST FINANCE HOLDINGS, 6 as Issuing Bank By: Name: Title: INC.] By: Name: Title: 5 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATESENIOR LIEN TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 13, 2015 AMONG LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC. REVOLVING THE LENDERS PARTY THERETO, CREDIT AGREEMENT SUISSE AG, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THEREUNDER 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 N.A., as Administrative Agent an Issuing Bank and Swingline Lender By: NameTitle: [OTHER ISSUING BANKS] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] 3 NETAPP, INC. By: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: ANNEX I [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 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.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATE[JPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle:]3 Consented to: GENERAL MOTORS COMPANY By: Title: By: Name: Title: [ ]3 Prior written consent of the Company and the Administrative Agent, 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required unless, (x) in the case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 10.04(b)8(a) or (e) of the Credit Agreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Moody’s, at least Baa2; and (c) in the case of Fitch, at least BBB. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 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: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], ,6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A., as Administrative Agent, Swing Lender and Issuer By Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. [Consented to]5 [ ], as Issuer [Consented to:]6 XXXXXXX, INCORPORATED By Title: 4 To be completed to added only if the extent consent of the Administrative Agent, Swing Lender or Issuer is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Issuer is required under Section 10.04(b). by the terms of the Credit Agreement 6 Reference to Issuing Bank (To be added only if any) the consent of the Company is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING 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 Tranche A Revolving Loans $ $ Commitment [$] [$] % Tranche B Revolving Loans $ $ % Effective Date: _________ ____, 2020 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 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.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: TitleName: Title [Consented to and and]3 Accepted: BANKRATEXXXXX FARGO BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USANATIONAL ASSOCIATION, 5 as Administrative Agent By: Name: TitleTitle [Consented to: ]4 KIMCO REALTY CORPORATION By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (4 To be added only if any) the consent of Kimco is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Commitment/Loans2 Tranche A Revolving Credit Loans 1 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. [Consented to and and]2 Accepted: BANKRATEWXXXX FARGO BANK, INC.4 N.A., as Administrative Agent [, as Letter of Credit Issuer] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA[Consented to:]3 ITC HOLDINGS CORP., 5 as Administrative Agent Borrower By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of the Administrative Agent and/or Letter of Credit Issuer is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]2 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A.,, as Administrative Agent By Title: 3 This date may not [Consented to:]3 XXXXXX XXXX EDUCATORS CORPORATION By Title: 2 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. 2 1 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Term Commitment/ Loans for all Lenders Amount of Commitment/Term Commitment/ Loans Assigned Percentage Assigned of Term Commitment/ Loans3 Term Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.]3 THEREFOR] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable law, including federal, state and foreign securities laws. 2 Must comply with the minimum assignment amount set forth in Section 10.6(b)(ii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 3 Set forth, to at least nine decimals, as a percentage of the Term Commitments/ Loans of all Lenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE], INC.4 as Assignor, By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible [NAME OF ASSIGNEE], as Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: [Consented to and Accepted:]4 XXXXXXX XXXXX BANK USA, as Administrative Agent, By: Name: Title: [ ][Consented to:]5 [ESH HOSPITALITY, 6 INC., as Issuing Bank Borrower,] By: Name: Title: By: Name: Title: 4 To be included only if the consent of the Administrative Agent is required by Section 10.6(b)(i)(B) or Section 10.6(b)(ii)(A) of the Credit Agreement. 5 To be completed to included only if the extent consent of the Borrower is required under by Section 10.04(b)10.6(b)(i)(A) or Section 10.6(b)(ii)(A) of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. Facility Type of Commitments/ Loans Assigned Aggregate Amount of Commitment/Commitments/ Loans for all Lenders Amount of Commitment/Commitments/ Loans Assigned Percentage Assigned of Commitment/Commitments/ Loans2 Tranche A Revolving Loans CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee, if it is not a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more “Credit Contacts” 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, including federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]3 Accepted: BANKRATEPNC BANK, INC.4 By: Name: NATIONAL ASSOCIATION, as Administrative Agent By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement. [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 4 To be completed to added only if the extent consent of the Borrower and/or other parties is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 ASSIGNOR By: Name: Title: 3 This date may not be fewer than 5 Business days after ASSIGNEE NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]3 Accepted: FBR CAPITAL MARKETS LT, 5 INC., as Administrative Agent By: Name: Title: [Consented to:]4 [NAME OF BORROWER] By: Name: Title: [ ], 6 as Issuing Bank [NAME OF ANY OTHER RELEVANT PARTY] By: Name: Title: By: Name: Title: 5 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: N.A., as Administrative Agent By Title: 3 This date may not [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. CUSIP Number 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.]3 THEREFOR]. The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and State securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By], as Assignor, by Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By], as Assignee, by Name: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: N.A., as the Administrative Agent and the Swingline Lender, by Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAFREEPORT-MCMORAN COPPER & GOLD INC., 5 as Administrative Agent By: by Name: Title: By: PT FREEPORT INDONESIA, by Name: Title: [ ][PLAINS EXPLORATION & PRODUCTION COMPANY, 6 as Issuing Bank By: by Name: Title: By: ]] [Consented to:] [NAME OF PRINCIPAL ISSUING BANK], as a Principal Issuing Bank, by Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 NATIONAL ASSOCIATION, as Agent By: Name: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment”) 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to added only if the extent consent of the Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent [Consented to:]4 ILLINOIS TOOL WORKS INC. By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent is of the Borrower and/or other parties are required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Loans/LC Exposure for all Lenders Amount of Commitment/Loans Loans/ LC Exposure Assigned Percentage Assigned of CommitmentCommitment/ Loans/Loans2 Tranche A Revolving Loans LC Exposure1 $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/LC Exposure of all Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Acceptedaccepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: XXXXXXX SACHS MORTGAGE COMPANY, as Issuing Bank By: Xxxxxxx Xxxxx Real Estate Funding Corp., its General Partner By: Name: Title: [ ], 6 as Issuing Bank [Consented to:]2 THE XXXXXXX-XXXXXXXX COMPANY By: Name: Title: By: Name: Title: 5 To 2 The Company’s consent will not be completed required if (x) an Event of Default or an “Event of Default” under (and as defined in) the Reimbursement Agreement has occurred and is continuing, (y) an ISDA Credit Event has occurred and such assignment is made in connection with a settlement or delivery to a counterparty in connection with a credit default swap, or (z) the extent consent assignment is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment Affiliate of Tranche A Revolving Commitmentsthe Assignor. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Term Commitment/Loans2 Tranche A Revolving Loans Term Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % 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.]3 THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.]4 [Signature page follows] 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ASSIGNEE By: Name: Title: Consented to and Accepted: BANKRATECREDIT SUISSE AG, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 CAYMAN ISLANDS BRANCH,as Administrative Agent By: Name: Title: By: Name: Title: [ ][Consented to:]5 [STARDUST FINANCE HOLDINGS, 6 as Issuing Bank By: Name: Title: INC.] By: Name: Title: 5 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATEJUNIOR LIEN TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 13, 2015 AMONG LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC. REVOLVING THE LENDERS PARTY THERETO, CREDIT AGREEMENT SUISSE AG, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THEREUNDER 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 Tranche A Loans1 Revolving Loans Facility $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEXXXXXX XXXXXXX SENIOR FUNDING, INC.4 INC., AS ADMINISTRATIVE AGENT By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. [XXXXXX XXXXXXX XXXXX BANK, N.A.], AS ISSUING BANK USA, 5 as Administrative Agent By: Name: Title: [Consented to: ETSY, INC. By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]2 2 To be completed to added only if the extent consent of the Company is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATEI ETSY, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONStandard Terms and Conditions for Assignment and Assumption

Assigned Interest. Facility Assigned Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of all Lenders Assigned Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 ByNATIONAL ASSOCIATION, as Administrative Agent By Title: Name: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Commitment Loans1 Revolving Loans Facility $ $ % Tranche B Revolving Loans $ $ % 2 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.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Consented CONSENTED TO AND ACCEPTED: XXXXXXX SACHS BANK USA, as Administrative Agent 1 Set forth, to and Accepted: BANKRATEat least 9 decimals, INC.4 as a percentage of the Commitment/Loans of all Lenders thereunder. By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent CONSENTED TO: [ISSUING BANK] By: Name: Title: [CONSENTED TO: SQUARE, INC. By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]2 2 To be completed to added only if the extent consent of the Company is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement. ANNEX 1 to Assignment and Assumption BANKRATEI SQUARE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTIONStandard Terms and Conditions for Assignment and Assumption