Common use of Assigned Interest Clause in Contracts

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ $ $ $ $ $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Class Aggregate Amount of CommitmentCommitments/Loans for all Lenders of such Class Amount of CommitmentCommitments/Loans of such Class Assigned Percentage Assigned of CommitmentCommitments/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: MUFG BANK, LTD., as Administrative Agent By: Title: [NISOURCE INC., as Borrower] 3 By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Loan Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans4 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 201 5 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 5 To be completed if inserted by Administrative Agent and which shall be the Assignor and Effective Date of recordation of transfer in the Assignee intend that the minimum assignment amount is to be determined as of the Trade Dateregister therefor. Form of Assignment and Assumption [Consented to and]4 and]6 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent ByBy Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 $300,000,000 364-DAY REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. [7. Trade Date: ]1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Commitment/ Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Lawslaws, including Federal federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 1 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [Consented to and]4 Acceptedand*]Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTYto:*] ASSURANT, INC. By: Title: 4 To be added only * Only if the consent required pursuant to Section 8.1A of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.. Annex 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 affiliates, 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted:4 JPMORGAN CHASE BANK, N.A., as Administrative Agent, By: Name: Title: [MASTERBRAND, INC.,] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is 4 Consents to be determined as of included to the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME THE BANK OF ADMINISTRATIVE AGENT]NOVA SCOTIA, as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] Byto: Title: 4 THE XXXXXX COMPANIES, INC., as Borrower By Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Term Loan Commitment / Term Loans for all Lenders Amount of Commitment/Term Loan Commitment / Term Loans Assigned Percentage of Assigned of Commitment/Loans2 Term Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ________________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates designation of one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loan Commitment / Term Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. NEDBANK LIMITED, as Administrative Agent By Title: Exhibit A - Assignment and Assumption 3 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned Aggregate Amount of Commitment/Term Loan Commitment/ Loans for all Lenders Amount of Commitment/Term Loan Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Loans2 Loans $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the other 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByName: Title: [Consented to:]5 to and] Accepted: ARES CAPITAL CORPORATION, as [Administrative Agent] By: Name: Title: [Consented to:] [NAME OF RELEVANT PARTY] By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 ASSIGNMENT AND ASSUMPTION [ ] STANDARD TERMS AND CONDITIONS FOR

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of CommitmentCommitments/Loans for of all Lenders Principal Amount of Commitment/the Commitment Assigned2 Principal Amount of Outstanding Loans Assigned3 Commitment Assigned as a Percentage Assigned of Commitment/Loans2 Aggregate Commitments4 $ $ $ $ $ $ $ $ $ Trade Date: 3 % Effective Date: ________ __, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information MNPI about the Borrower Borrower, the Subsidiaries 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 Lawslaws, including Federal and state securities Lawslaws. The terms 2 Must comply with the minimum assignment amounts set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Section 10.04 of the Credit Agreement. 3 Must comply with the minimum assignment amounts set forth in Section 10.04 of the Credit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans aggregate Commitments of all Lenders thereunderLenders. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption The terms set forth above are hereby agreed to: [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT]_____________, as Assignor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Agent, By: By: Name: Name: Title: Title: _____________, as Assignee, 6 Consented to: [Consented to:]5 [NAME OF RELEVANT PARTY] AGILENT TECHNOLOGIES, INC., By: By: Name: Name: Title: 4 To be added only if the Title:]7 5 No consent of the Administrative Agent is required by the terms for an assignment to a Lender, an Affiliate of the Credit Agreementa Lender or an Approved Fund.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: [Consented to and]4 Acceptedand*]Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTYto:*] ASSURANT, INC. (d/b/a Assurant Group) By: Title: 4 To be added only if the consent of the Administrative Agent is * If required by the terms pursuant to Section 8.1A of the Credit Agreement.. Annex 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Parent, the Company, the other Loan Parties and/or their Related Parties or and/or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.OTHER ISSUING BANKS AND SWINGLINE LENDERS]

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans Revolving Credit Exposure for all Lenders Amount of Commitment/Loans Revolving Credit Exposure Assigned Percentage Assigned of Commitment/Loans2 Revolving Credit Exposure7 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts “Credit Contacts” to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]8 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: By Title: [Consented to:]5 to:]9 [NAME OF RELEVANT PARTY] By: By Title: 4 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ____________________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Citibank, N.A., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company and its Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. 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 thereunderLenders. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: to:]4 By Title: 4 3 To be added only if the consent of the Administrative Agent Agents is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignor Assignee Facility Assigned4 Aggregate Amount of Commitment/Commitment / Loans for all Lenders Amount of Commitment/Commitment / Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Commitment / Loans5 CUSIP Number $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ______________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Loan Parties and its Related Parties their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByName: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignor Assignee Aggregate Amount of Commitment/Commitment / Loans for all Lenders Amount of Commitment/Commitment / Loans Assigned Percentage Assigned of Commitment/Loans2 Commitment / Loans20 CUSIP Number $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % 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 Borrower Loan Parties and its Related Parties their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 20 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]21 Accepted: [NAME OF ADMINISTRATIVE AGENT]JEFFERIES FINANCE LLC, as Administrative Agent By: Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: TitleName: 4 Title:]22 21 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans Revolving Credit Exposure for all Lenders Amount of Commitment/Loans Revolving Credit Exposure Assigned Percentage Assigned of Commitment/Loans2 Revolving Credit Exposure4 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]5 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: By Title: [Consented to:]5 to:]6 [NAME OF RELEVANT PARTY] By: By Title: 4 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the Loan Parties and its Related Parties 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 Lawslaws, including Federal and state securities Lawslaws. 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 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: WEB.XXX XXXUP, INC. By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Percentage Assigned Commitment/Loans for Amount of Commitment/ of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ______________ _______, 20 [20___ [ TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Borrower, the Loan Parties and its Related Parties their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 NETWORK APPLIANCE, INC. By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Revolving Facility $ $ % Tranche A Term Facility $ $ % Tranche B Term Facility $ $ $ $ $ Trade Date: 3 % Assignment Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the Loan Parties and its Related Parties 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 Lawslaws, including Federal federal and state securities Lawslaws. 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 thereunderLenders. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: to:]4 WOLVERINE WORLD WIDE, INC. By Title: 4 [ISSUING LENDER] By Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts 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 Lawslaws, including Federal and state securities Lawslaws. 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTYName of Relevant Party] By: By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: :_____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 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 Lawslaws, including Federal federal and state securities Lawslaws. 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 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]Alter Domus (US) LLC, as Administrative Agent By: Name: Title: [Consented to:]5 to:]4 [NAME OF RELEVANT PARTY] By: Name: Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]5 XHR LP, as Borrower By: XHR GP, Inc., its general partner By: Name: Title: [NAME OF RELEVANT PARTY] Consented to:]6 [ ], as Issuing Bank By: Name: Title: [Consented to:]7 [ ], as Swingline Lender By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: ____________________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company and its Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. 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 thereunderLenders. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: to:]4 By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans Revolving Credit Exposure for all Lenders Amount of Commitment/Loans Revolving Credit Exposure Assigned Percentage Assigned of Commitment/Loans2 Revolving Credit Exposure3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, its Subsidiaries and its and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee 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 Revolving Credit Loans 1 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ______, 20 202_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the other Credit 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] ByName: Title: 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and] Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:] BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By:________________________________ Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. 1 Select as applicable. Form Tranche of Assignment and Assumption Assignee Loans Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 364-Day Tranche $ $ % 2-Year Tranche $ $ $ $ $ $ $ Trade Date: 3 % Effective Date: ____________________, 20 202_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Citibank, N.A., as Administrative Agent Agent, a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company and its Related Parties Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. 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: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderof such Tranche. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]CITIBANK, N.A., as Administrative Agent ByBy Name: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] Byto:]4 By Name: Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee 75450854v1 Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Assignment Effective Date: [____________ __, 20 20__] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL THAT WILL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which that may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank, and Swingline Lender 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form Exh A-1 Table of Assignment and Assumption Assignee Contents Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their its respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: and the Issuing Bank By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the Loan Parties and its Related Parties 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 Lawslaws, including Federal and state securities Laws. 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME BANK OF ADMINISTRATIVE AGENT]AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] to:]4 MARKIT GROUP HOLDINGS LIMITED By: Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of CommitmentRevolving Line Portion/Loans for all Lenders Amount of CommitmentRevolving Line Portion/Loans Assigned Percentage Assigned of CommitmentRevolving Line Portion/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the other 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentRevolving Line Portion/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: and Issuing Bank By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: to:]4 AKORN, INC. By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans Tranche A Amount of Tranche A Percentage Assigned of Tranche A Amount of Tranche A Percentage Assigned of Tranche A Financing Commitment for all Lenders Financing Commitment Assigned Financing Commitments6 Advances Assigned Advances8 $ $ % $ % $ $ % $ % $ $ % $ % Aggregate Amount Aggregate Percentage Amount of Commitment/Loans Assigned Percentage of Tranche A Tranche A Advances for all Advances Assigned of Commitment/Loans2 Lenders Assigned Advances8 $ $ % $ $ $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 6 Set forth, to at least 9 decimals, as a percentage of the Financing Commitment/Loans Advances of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Revolving Loans for all Lenders Amount of Commitment/Commitment/ Revolving Loans Assigned Percentage Assigned of Commitment/Revolving Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]3 Accepted: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]4 [ISSUING BANK] By: Name: Title: [Consented to:]5 MARATHON PETROLEUM CORPORATION By: Name: Title: 4 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement (in which case, create a separate signature block for each Issuing Bank).

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Bridge Facility $ $ % Bridge Facility $ $ $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (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 Borrower Company 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 Lawslaws, including Federal and state securities Lawslaws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Bridge Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]JPMORGAN CHASE BANK, N.A., as Administrative Agent By: By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: to:]4 DIEBOLD, INCORPORATED By Title: 4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Bridge Credit Agreement.

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned Aggregate Amount of Term Loan Commitment/Loans for all Lenders Amount of Commitment/Term Loan Commitment/ Loans Assigned Percentage Assigned of Term Loan Commitment/Loans2 Loans $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrower, the other 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByName: Title: [Consented to:]5 to and] Accepted: ARES CAPITAL CORPORATION, as [Administrative Agent] By: Name: Title: [Consented to:] [NAME OF RELEVANT PARTY] By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 ASSIGNMENT AND ASSUMPTION [__________________________] STANDARD TERMS AND CONDITIONS FOR

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

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, unless the Assignee is a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and] Accepted: CITIBANK, N.A., as Administrative Agent By Title: By Title: [Consented to and] Accepted: [NAME OF ADMINISTRATIVE AGENTRELEVANT PARTY], as Administrative Agent By: Borrower, By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: By Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.ANNEX 1 TO FORM OF ASSIGNMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ % $ $ % $ $ $ $ $ Trade Date: 3 % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower 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 Lawslaws, including Federal and state securities Lawslaws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 and]3 Accepted: [NAME OF ADMINISTRATIVE AGENT]PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By: By Title: [Consented to:]5 to: [NAME OF RELEVANT PARTY] By: Title: 4 THE XXXXXX COMPANIES, INC., as Borrower By Title:]4 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.