Common use of Assigned Interest[s] Clause in Contracts

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Aggregate Amount of Commitments/Loans for all Lenders2 Amount of Commitment/ LoanAssigned Percentage Assigned of Commitment/ Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ] [8]. 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.] _______________________ 1 Fill in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ 1 To be added only if the consent of the Administrative Agent is required by terms of the Credit Agreement.

Assigned Interest[s]. Aggregate Percentage Amount of Amount of Assigned of Facility Commitment/Loans Commitment/Loans Commitment/ CUSIP Assignor[s] Assignee[s] FacilityAssigned1 Aggregate Amount of Commitments/Loans Assigned 1 for all Lenders2 Amount of Commitment/ LoanAssigned Percentage Lenders 2 Assigned of Commitment/ Loans3 Loans 3 Number $ $ % $ $ % $ $ % [7. Trade Date: ] [8]. 4 Effective Date: ___, 20 [TO 20___[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] _______________________ 1 Fill The terms set forth in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g.are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 Fill in Domestic Revolving Commitments, “F/X Revolving Commitment”Commitments, etc.)India Revolving Commitments or Term Loan, as applicable. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentsCommitment/Loans of all Lenders thereunder. The terms set forth in this Assignment 4 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]1 and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as [Domestic] [F/X] [India] L/C Issuer and [Domestic][Other] Swingline Lender By: Name: Title:] [[INSERT APPLICABLE BORROWER(S)] By: _______________________ 1 Name: Title:] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[sAssignees[s] FacilityAssigned1 Facility Assigned Aggregate Amount of Commitments/Loans for Commitment For all Lenders2 Lenders Amount of Commitment/ LoanAssigned Commitment Assigned Percentage Assigned of Commitment/ Loans3 $ $ % $ $ % $ $ % [7. Commitment CUSIP Number Trade Date: ] [8]. 3 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.] _______________________ 1 Fill in 3 To be completed if the appropriate terminology for Assignor and the type Assignee intend that the minimum assignment amount is to be determined as of facilities under the Credit Agreement that are being assigned under this Trade Date. Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: Name: Title: [Consented to and]1 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP to:] By: Title: Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION BRIDGE CREDIT AGREEMENT DATED AS OF JULY 1, 2016, AMONG THERMO XXXXXX SCIENTIFIC INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICATHE LENDERS FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A., as L/C Issuer By: Name: Title: _______________________ 1 To be added only if the consent of the Administrative Agent is required by terms of the Credit Agreement.AS ADMINISTRATIVE AGENT. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Aggregate Amount of Percentage Amount of Commitment/ Assigned of Facility Commitment/Loans Loans Commitment/ CUSIP Assignor[s] Assignee[s] FacilityAssigned1 Aggregate Amount of Commitments/Loans Assigned for all Lenders2 Amount of Commitment/ LoanAssigned Percentage Lenders Assigned of Commitment/ Loans3 Loans Number $ $ % $ $ % $ $ % [7. Trade Date: __________________] [8]. Effective Date: __________________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE GLOBAL AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] _______________________ 1 Fill in the appropriate terminology for the type Exhibit D-1 Form of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]9 Accepted: BANK OF AMERICA, N.A., acting through its Canada branch, as Global Agent By: Name: Title: [Consented to and]1 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative U.S. Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP to:]11 WASTE CONNECTIONS, INC., a Delaware corporation as the Borrower By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ 1 9 To be added only if the consent of the Administrative Global Agent is required by the terms of the Credit Agreement.. 10 To be added only if the consent of the U.S. Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Assignor Assignee[s]3 Facility Assigned4 Aggregate Amount of CommitmentsCommitment/Loans for all Lenders2 Lenders5 Amount of Commitment/ LoanAssigned Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Loans6 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ] [8]. 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.] _______________________ 1 ]7 3 List each Assignee, as appropriate. 4 Fill in the appropriate terminology for the type types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., e.g. “Revolving Credit Commitment”, ,” “Term Loan Commitment,” etc.). 2 Amounts in this column and in the column immediately to the right ) 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. 3 6 Set forth, to at least 9 decimals, as a percentage of the CommitmentsCommitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Virtus Investment Partners, Inc. Assignment and Assumption Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE] By: NameTitle: [NAME OF ASSIGNEE] By: Title: [Virtus Investment Partners, Inc. Assignment and Assumption Consented to and]1 and Accepted: THE BANK OF AMERICA, N.A.NEW YORK MELLON, as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation to:] [NAME OF RELEVANT PARTY] By: Name: Title: [Consented to:]3 BANK OF AMERICAVirtus Investment Partners, N.A., as L/C Issuer By: Name: Title: _______________________ 1 To be added only if the consent of the Administrative Agent is required by terms of the Credit Agreement.Inc. Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Facility Assigned Aggregate Amount of CommitmentsCommitment/Loans for all Lenders2 Lenders Amount of Commitment/ LoanAssigned Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 $ $ % $ $ % Commitment/Loans2 [Term/Revolving] [Commitment/Loan] $ $ % [7. Trade Date: Term/Revolving] [8]. Commitment/Loan] $ $ % 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.] _______________________ 1 Fill in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented 2 Set forth, to and]1 at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation Byto: Name: Title: [Consented to:]3 BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as L/C Issuer Administrative Agent By: Name: Title: _______________________ 1 To be added only if JPMORGAN CHASE BANK, N.A., as Issuing Bank By: Title: JPMORGAN CHASE BANK, N.A., as Swingline Lender By: Title: RIVERBED TECHNOLOGY, INC. By: Title: ]3 3 See Section 11.6 of the Credit Agreement to determine whether the consent of the Borrower, Issuing Bank, Swingline Lender and/or Administrative Agent is required by terms required. Annex 1 to Form of the Credit Agreement.Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Facility Assigned2 Aggregate Amount of CommitmentsCommitment/Loans for all Lenders2 Lenders3 Amount of Commitment/ LoanAssigned Loans Assigned Percentage Assigned of Commitment/ Loans3 $ $ Loans4 CUSIP Number [$][€] [$][€] % $ $ [$][€] [$][€] % $ $ [$][€] [$][€] % [7. Trade Date: ] [8]. 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.] _______________________ 1 Fill in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the _]5 Effective Date. 3 Set forth: _______________, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Insert USD Revolving Commitments, Euro Revolving Commitments, Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Xxxx Loan or Tranche A-7 Term Loan, as applicable. 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]1 and]6 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as USD L/C Issuer and USD Swingline Lender By: Name: Title:] [OTHER L/C ISSUERS], as USD L/C Issuer By: Name: Title:] [FRESENIUS MEDICAL AG & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien), represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner By: _______________________ 1 Name: Title: By: Name: Title:] 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Assignor[s]13 Assignee Facility Assigned14 Aggregate Amount of Commitments/Loans for all Lenders2 Lenders Amount of Commitment/ LoanAssigned Loans Assigned Percentage Assigned of Commitment/ Loans3 Loans15 CUSIP Number PG&E Corporation _________ $ _________ $ _________ _________ % PG&E Corporation _________ $ _________ $ _________ _________ % PG&E Corporation _________ $ _________ $ _________ _________ % [7. Trade Date: ] [8]. 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.] _______________________ 1 13 List each Assignor, as appropriate. 14 Fill in the appropriate terminology for the type types of facilities under the Credit Agreement that are being assigned under this Affiliate Assignment and Assumption (e.g., “Revolving Commitment”, etc.)Assumption. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 15 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. Exhibits Term Loan Credit Agreement PG&E Corporation The terms set forth in this Affiliate Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNORASSIGNOR(S)] PG&E CORPORATION By: By: Name: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Exhibits Term Loan Credit Agreement PG&E Corporation Consented to and]1 Accepted: BANK OF AMERICAand Accepted JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ Authorized Officer Exhibits Term Loan Credit Agreement PG&E Corporation ANNEX 1 To be added only if the consent of the Administrative Agent is required by terms of the Credit Agreement.TO AFFILIATE ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATE ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Assignor[s]7 Assignee[s]8 Facility Assigned9 Aggregate Amount of Commitments/Commitment/ Loans for all Lenders2 Lenders10 Amount of Commitment/ LoanAssigned Loans Assigned11 Percentage Assigned of Commitment/ Loans3 $ $ % $ $ % Loans12 CUSIP Number [Term Facility] $ $ % [7. Trade Date: Revolving Facility] [8]. $ $ % 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.] _______________________ 1 6 Select as applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Fill in the appropriate terminology for the type types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.)Assignment. 2 Amounts in this column and in the column immediately to the right 10 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the CommitmentsCommitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 Acceptedand]13Accepted: HSBC BANK OF AMERICA, N.A.PLC, as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation to:]14 [COTTAGE HOLDCO B.V.] By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ 1 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Facility Assigned Aggregate Amount of CommitmentsCommitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders2 Amount of Commitment/ LoanAssigned Assigned Percentage Assigned of Commitment/ Loans3 $ $ % $ $ % $ $ % CUSIP Number [7. Trade Date: ] [8___________________]. 4 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.] _______________________ 1 Fill The terms set forth in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g.are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 1 With respect to the Term Loan Facility, “Revolving after the Tranche A-1 Term Loan Commitment”, etc.)Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. The terms set forth in this Assignment 4 To be completed if the Assignor and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC.to: BANK OF AMERICA, a Delaware corporation N.A., as an L/C Issuer and Swing Line Lender By: Name: Title: [Consented to:]3 BANK OF AMERICAto: XXXXXXX & XXXXXX ENTERPRISES, N.A., as L/C Issuer INC. By: Name: Title: _______________________ 1 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.Agreement ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s] Assignee[s] FacilityAssigned1 Class Assigned Aggregate Amount of CommitmentsCommitment/Loans under relevant Class for all Lenders2 Lenders Amount of Commitment/ LoanAssigned Principal Amount of Loans under relevant Class Assigned Percentage Assigned of Commitment/ Loans3 Loans2 Revolving Loans/ Revolving Commitments $ $ % $ $ % Term Loans/ Term Commitments3 $ $ % [7. Trade Date: ] [8______________]. 4 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.] _______________________ 1 Fill in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentsCommitment/Loans of all Lenders for each relevant Class thereunder. 3 To the extent that there are multiple Classes of Term Loans, schedule should identify the Class or Classes being assigned. 4 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 and Accepted: BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC.to and Accepted: JEFFERIES FINANCE LLC, a Delaware corporation as Swingline Lender By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ 1 ]5 5 To be added only if the consent of the Administrative Agent Swingline Lender is required by the terms of the Credit Agreement [Consented to and Accepted: JEFFERIES FINANCE LLC, as an Issuing Bank By: Name: Title: ]6 [Consented to: OSG INTERNATIONAL SEAWAYS, INC., as Administrative Borrower By: Name: Title: ]7 6 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement.