Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Assignee Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 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, the Credit Parties Borrower and their 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:]5 [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Loans8 Commitment/Loans4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]5 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to and be determined as of the Trade Date. Accepted: WILMINGTON TRUST, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9: By: Och-Ziff Holding CorporationDIGITALOCEAN, its general partner LLC, as the Borrower]6 By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement6 If required.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans2 $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 ______________________ 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: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and one]3 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NOVA SCOTIA, as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9: By: Och-Ziff Holding Corporation, its general partner to:]4 KIMCO REALTY CORPORATION By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 ______________________ 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement. ______________________ To be added only if the consent of Kimco is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Loan Commitments/Term Loans for all Lenders Class of Loans Assigned Amount of Term Loan Commitment/Term Loans Assigned Percentage Assigned of Loans8 Term Loan Commitment/Term Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]5 [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor3 Assignee4 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Lenders5 Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/ Loans6 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________________]7 Effective Date: _______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties and their Related Parties or their respective securitiesMNPI) 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 are hereby agreed to: ASSIGNOR 8 3 List Assignor. 4 List Assignee. 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and and]1 Accepted: WILMINGTON TRUSTMIZUHO BANK, NATIONAL ASSOCIATIONLTD., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 1 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]2 MPLX LP, a Delaware limited partnership By: MPLX GP LLC, its General Partner By: Name: Title: 2 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans2 Revolving Commitment $ $ % $ $ % 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 BorrowerCompany, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [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. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding CorporationAgent, its general partner Issuing Bank and Swingline Lender By: Name: Title: By: Och-Ziff Holding Corporation[Consented to:]3 CRICUT, its general partner INC., a Delaware corporation, as Borrower Representative By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower Representative is required by the terms of the Credit Agreement.Agreement ANNEX 1

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans4 $ $ % $ $ % $ $ % 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, the Credit Parties Parties] and their [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment,” etc.). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]5 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]6 [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 5 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans3 $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByAgent, Swing Lender and Issuer By Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto]5 [ ], its general partner By: Name: as Issuer [Consented to:]6 XXXXXXX, INCORPORATED By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent, Swing Lender or Issuer is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuer is required by the terms of the Credit Agreement 6 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans3 $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByAgent, Swing Lender and Issuer By Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]5 XXXXXXX, its general partner By: Name: INCORPORATED By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent, Swing Lender or Issuer is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/ Loans for all Lenders Class of Loans Assigned Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans8 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Paying Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderBanks. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Paying Agent ByBy Title: Authorized Signatory [Consented to]9to: BySOUTHWEST AIRLINES CO. By Title:]9 [Consented to: Och-Ziff Holding Corporation[ ], its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: as Issuing Bank By Title:]10 9 To be added only Include if the consent of Borrowers is required by the terms of the Credit Agreement.applicable 10 Include if applicable

Assigned Interest. Aggregate Amount of Term Loan Commitment / Term Loans for all Lenders Class of Loans Assigned Amount of Term Loan Commitment / Term Loans Assigned Percentage of Assigned of Loans8 Term Loan Commitment / Term Loans 2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: 2 Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment / Term Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATIONNEDBANK LIMITED, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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 BorrowerCompany, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent Agent, an Issuing Bank and Swingline Lender Title: [__________], as an Issuing Bank By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: [Consented to:]3 By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 1 To be added only if the consent of Borrowers the Borrower Representative is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Term Loans for all Lenders Class of Loans Assigned Amount of Term Loans Assigned Percentage Assigned of Loans8 $ $ % Term Loans3 $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver (or has delivered) to the Administrative Agent (a) a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities lawslaws and (b) all tax forms required by Section 3.4 of the Credit Agreement. The Assignee agrees to hold such information confidential to the extent required by Sections 10.9 and 13.2 of the Credit Agreement. [The Assignee has paid (or shall concurrently with the execution of this Assignment and Assumption pay) the processing and recordation fee of $3,500 to the Administrative Agent]. For the purposes of Article 1278 of the Belgian Civil Code, it is confirmed that the rights and prerogatives under the Belgian Collateral Documents shall be maintained in favour of the Assignee and the remaining Secured Parties. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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., “Term Loans”) 3 Set forth, to at least 9 decimals, as a percentage of the Term Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATIONGLAS USA LLC, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]5 XXXXXXX XXXXXXX, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: INCORPORATED By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans5 $ $ % 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, the Credit Parties its Restricted Subsidiaries and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderunder the Credit Agreement. ASSIGNEE [NAME OF ASSIGNEE] By: Title: ASSIGNEE By: Title: [Consented to and and]6 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., TORONTO BRANCH, as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:]7 QUICKSILVER RESOURCES CANADA INC. By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 6 To be added only if the consent of Borrowers the Administrative Agent is required by Section 12.04(b) of the terms Credit Agreement. 7 To be added only if the consent of the Borrower is required by Section 12.04(b) of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 BorrowerBorrower and its affiliates, the Credit Parties and their Related Parties 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST4 JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding CorporationAgent, its general partner By: Name: Title: By: Och-Ziff Holding Corporation[FORTUNE BRANDS HOME & SECURITY, its general partner INC.,] By: Name: Title: By: Och-Ziff Holding LLC, its general partner [ISSUING BANKS] By: Name: Title:: 9 To [SWINGLINE LENDER] By: Name: Title: 4 Consents to be added only if included to the consent of Borrowers is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 Bridge Facility $ $ % $ $ % Bridge Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Parties Company and their 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 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]4 DIEBOLD, its general partner By: Name: INCORPORATED By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Bridge Credit Agreement.

Assigned Interest. Aggregate Amount of Loans Commitment/Advances for all Lenders Class of Loans Assigned Banks Amount of Loans Commitment/Advances Assigned Percentage Assigned of Loans8 Commitment/Advances Assigned1 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and its affiliates and their Related Parties 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 Acceptance are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and Accepted: WILMINGTON TRUSTAccepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]3 BAXALTA INCORPORATED, its general partner By: Name: as Borrower By Title: By: Och-Ziff Holding Corporation[Consented to:] JPMORGAN CHASE BANK, its general partner By: Name: NATIONAL ASSOCIATION, as Issuing Bank By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 2 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement 3 To be added only if the consent of the Borrower and/or other parties (e.g., Swingline Banks, Issuing Banks) is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 BorrowerBorrower and its affiliates, the Credit Loan Parties and their Related Parties 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 8 [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. By: Title: ASSIGNEE By: Title: Consented 4 Consents to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if included to the consent of Borrowers is extent required by the terms Section 9.04(b)(i) of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [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. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATIONTHE BANK OF NOVA SCOTIA, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9to: By: Och-Ziff Holding CorporationTHE XXXXXX COMPANIES, its general partner By: Name: Title: By: Och-Ziff Holding CorporationINC., its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 as Borrower By Title:]4 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Parties Borrower and their 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Commitment”, “Incremental Term Loan”, etc.). 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and Accepted: WILMINGTON TRUSTMIZUHO BANK, NATIONAL ASSOCIATIONLTD., as Administrative Agent By: Authorized Signatory [Consented to]9Name: ByTitle: Och-Ziff Holding Corporation[ ], its general partner as an Issuing Bank By: Name: TitleTitle:]5 [Consented to: By: Och-Ziff Holding Corporation, its general partner [NAME OF RELEVANT PARTY] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]6 5 To be added only if the consent of Borrowers the Administrative Agent and the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Lender Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ [ ] $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT COLUMN FINANCIAL, INC., 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 Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and their 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 8 [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. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner to:]3 [NAME OF RELEVANT PARTY] By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers Borrower is required by the terms of the Credit Agreement.Agreement XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 BorrowerCompany, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal, provincial, territorial and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory Consented to: JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Issuing Bank By Title: JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Issuing Bank By Title: JPMORGAN CHASE BANK, N.A., as U.S. Issuing Bank By Title: [Consented to]9to: By: Och-Ziff Holding Corporation[COTT CORPORATION CORPORATION COTT], its general partner By: Name: as Borrower Representative By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms :] 3 3 If necessary according to Section 9.04(b)(A) of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securitiesinformation) 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 8 ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: CONSENTED TO AND ACCEPTED: XXXXXXX SACHS BANK USA, as Administrative Agent 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE ByName: Title: Consented to and AcceptedCONSENTED TO: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner ISSUING BANK] By: Name: Title: By[CONSENTED TO: Och-Ziff Holding CorporationSQUARE, its general partner INC. By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]2 2 To be added only if the consent of Borrowers the Company is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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 Administrative Borrower, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [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. By: Title: ASSIGNEE By: Title: Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ByTitle: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]3 [NAME OF RELEVANT PARTY] Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 _________________________ 3 To be added only if the consent of Borrowers the Administrative Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 Loans2 $ $ % $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders. 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 (i) 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. , and (ii) any “know your customer” documentation reasonably requested by the Administrative Agent.]3 The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner NAME OF ASSIGNOR By: Name: Title: By: Och-Ziff Holding Corporation, its general partner ASSIGNEE NAME OF ASSIGNEE By: Name: Title: By3 To be inserted only if the Assignee is not a Lender at the time of such Assignment. Consented to and Accepted: Och-Ziff Holding ALTER DOMUS (US) LLC, its general partner By: as Administrative Agent By Name: Title:: 9 [Consented to:]4 [XXXXXXX KODAK COMPANY] By Name: Title: 4 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement. ANNEX 1 Reference is hereby made to the Amended and Restated Credit Agreement dated as of the First Amendment Effective Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among XXXXXXX KODAK COMPANY (the “Borrower”), the Lenders party thereto and ALTER DOMUS (US) LLC, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class Amount of Commitment/Loans Assigned Amount of Loans Assigned 2 Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % 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 administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth 2 Except in this Assignment are hereby agreed to: ASSIGNOR 8 the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: Consented to and Accepted: WILMINGTON TRUSTCREDIT SUISSE AG, NATIONAL ASSOCIATIONCAYMAN ISLANDS BRANCH, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding CorporationName: Title: [Consented to:]4 [STARDUST FINANCE HOLDINGS, its general partner INC.] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and their 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 8 [NAME OF ASSIGNOR] By: Title: [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., “Commitment”, “Incremental Term Loan”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory Title:]1 [Consented to]9to: [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]2 1 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent Byand Co-Lead Arranger By Title: Authorized Signatory Consented to: [REQUIRED LENDERS] By Title: [Consented to]9: By: Och-Ziff Holding Corporationto:] EXLSERVICE HOLDINGS, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: INC. By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/ Loans3 $ $ % $ $ % $ $ % 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Dian Lenders thereunder. Assignment and Assumption 2 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:]5 [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.. 5 To be added only if the consent of the Borrower Representative is required by the terms of the Credit Agreement. Assignment and Assumption 3

Assigned Interest. Aggregate Amount of Commitment/Revolving Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Revolving Loans Assigned Percentage Assigned of Loans8 Commitment/Revolving Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [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. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers 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. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and] Accepted: WILMINGTON TRUSTCITIBANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory By Title: [Consented to]9to and] Accepted: By: Och-Ziff Holding Corporation[NAME OF RELEVANT PARTY], its general partner By: Name: as Borrower, By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: By Title: By[Consented to:]4 [NAME OF RELEVANT PARTY] By Title: Och-Ziff Holding LLC4 In the case of an assignment of a Revolving Credit Commitment and Revolving Credit Loan, each of the Borrowers, the Issuing Bank and the Swingline Lender must also give its general partner By: Name: Title:: 9 To prior written consent to such assignment (which consent shall not be added only if unreasonably withheld or delayed); provided, that (A) the consent of the Borrowers is shall not be required to any such assignment (x) made to another Lender or an Affiliate or Related Fund of a Lender, or (y) after the occurrence and during the continuance of any Event of Default under Section 7.01(b), 7.01(c), 7.01(g) or 7.01(h) and (B) the Borrowers shall be deemed to have consented to any such assignment unless they shall have objected thereto by written notice to the terms of Administrative Agent within ten Business Days after having received written notice thereof from the Credit AgreementAdministrative Agent.

Assigned Interest. Class of Assigned Commitments Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans1 [Original][2020 Incremental] Commitments $ $ % 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR], By: Name: Title: [NAME OF ASSIGNEE], By: Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., AS THE ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING BANK By: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ByName: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST[ ], NATIONAL ASSOCIATIONAS ISSUING BANK, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By[Consented to: Och-Ziff Holding CorporationDOORDASH, its general partner INC., By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]2 2 To be added only if the consent of Borrowers the Company is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount See Schedules attached hereto (1) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % $ $ % the Trade Date. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. $ $ % $ $ % $ $ % [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender](5)] By: Title: (2) Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment” or “Competitive Bid Loan”) (3) Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. (4) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. (5) Select as applicable. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTWACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:](7) FAMILY DOLLAR STORES, its general partner By: Name: Title: By: Och-Ziff Holding CorporationINC., its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: on behalf of the Borrowers By Title:: 9 (6) To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement. (7) To be added only if the consent of the Company, on behalf of the Borrowers, is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: By Title: ByConsented to: Och-Ziff Holding Corporation[SUNOCO, its general partner By: Name: INC., as Borrower29 By Title:] JPMORGAN CHASE BANK, N.A., as Swingline Lender By Title: ByJPMORGAN CHASE BANK, N.A., as an Issuing Bank By Title: Och-Ziff Holding LLC29 The consent of the Borrower is not required for assignments to a Lender, its general partner By: Name: Title:: 9 To be added only if an Affiliate of a Lender or an Approved Fund. Further, the consent of Borrowers the Borrower is not required by the terms if an Event of the Credit Agreement.Default has occurred and is continuing. BANK OF AMERICA, N.A., as an Issuing Bank By Title: [EACH OTHER ISSUING BANK], as an Issuing Bank By Title:

Assigned Interest. [7. Trade Date: ]1 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/ Loans2 $ $ % $ $ % $ $ % 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, the Credit Parties Borrower and their 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 federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 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. 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 Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE By: Title: [Consented to and Acceptedand*]Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:*] ASSURANT, INC. By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only * Only if the consent of Borrowers is required by the terms pursuant to Section 8.1A of the Credit Term Loan Agreement.

Assigned Interest. Facility Assigned4 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans5 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and their Related Parties its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By[Consented to and]6 Accepted: [BANK OF AMERICA, N.A.], as Agent By Title: ASSIGNEE By: [Consented to:]7 [NAME OF RELEVANT PARTY] By Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 6 To be added only if the consent of Borrowers the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [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. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:]4 [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans2 $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]3 GRIFFON CORPORATION By Title: ByConsented to: Och-Ziff Holding CorporationJPMORGAN CHASE BANK, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: N.A. as Issuing Lender By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % 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 BorrowerBorrowers, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: and an Issuing Bank]5 By Title: ByConsented to: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 [XXXXXX RUBBERMAID INC. By Title:]6 [[NAME OF ISSUING BANK] as an Issuing Bank By Title:]7 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 Initial Term Loans $ $ % $ $ % Delayed Draw Term Loans $ $ % Effective Date: :______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securitiesinformation) 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 8 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ByUS-DOCS\155550218.16 Name: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9to: By: Och-Ziff Holding CorporationDROPBOX, its general partner INC., as Borrower By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]4 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Parties Borrowers and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. Consented To: INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Title: ASSIGNEE IBM CREDIT LLC By: Name: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By[Consents required only to the extent expressly provided for in Section 11.8 of the Credit Agreement.] Accepted for Recordation in the Register: Och-Ziff Holding CorporationJPMORGAN CHASE BANK, its general partner By: Name: Title: By: Och-Ziff Holding LLCN.A., its general partner as Administrative Agent By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: ______________________________________ Title: [NAME OF ASSIGNEE] By: ______________________________________ Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent and Issuing Bank and Swingline Lender By: Authorized Signatory _____________________________ Title: [Consented to]9: to:]4 [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: _____________________________ Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 1 Select as applicable. $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: 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”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: ByConsented to: Och-Ziff Holding CorporationALLSCRIPTS HEALTHCARE SOLUTIONS, its general partner By: Name: INC., As Borrower Title: By: Och-Ziff Holding ALLSCRIPTS HEALTHCARE, LLC, its general partner ByAs Co-Borrower Title: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement, dated as of June 28, 2013 (as amended, supplemented or otherwise modified from time to time) among Allscripts Healthcare Solutions, Inc. (the “Borrower”), Allscripts Healthcare, LLC (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), the Syndication Agent named therein, the Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Assigned Interest. Aggregate Amount of Loans Commitment/Revolving Credit Exposure for all Lenders Class of Loans Assigned Amount of Loans Commitment/Revolving Credit Exposure Assigned Percentage Assigned of Loans8 Commitment/Revolving Credit Exposure4 $ $ % $ $ % $ $ % 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, the Credit Parties 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 laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 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: [Consented to and and]5 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]6 [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 5 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one on or more credit contacts Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the BorrowerCompany, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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 Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding CorporationAgent, its general partner By: By Name: Title: Consented to: [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.—

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 Material non-public information about the BorrowerCompany, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal, provincial, territorial and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory Consented to: JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Issuing Bank By Title: JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Issuing Bank By Title: JPMORGAN CHASE BANK, N.A., as U.S. Issuing Bank By Title: [Consented to]9to: By: Och-Ziff Holding Corporation[COTT CORPORATION/COTT BEVERAGES INC.], its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the consent of Borrowers is required by the terms as Borrower Representative By Title:]3 3 If necessary according to Section 9.04(b)(ii) of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [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. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as AS Administrative Agent By: Authorized Signatory Agent[Consented to]9: By: Och-Ziff Holding Corporation, its general partner Issuing Bank and Swingline Lender] By: Name: Title: By: Och-Ziff Holding Corporation, its general partner [Consented to:]4 [NAME OF RELEVANT PARTY] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties Borrower and their 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 8 [NAME OF ASSIGNOR] By Title: [NAME OF ASSIGNEE] By Title: Consented to and Accepted: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By Title: By Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g., “Initial Term Commitment”, “Incremental Term Commitment”, etc.). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: [Consented to:]4 [UGI ENERGY SERVICES, LLC] By Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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[, the Credit Parties Loan Parties] and their [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]4 Accepted: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement. [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans2 $ $ % 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, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [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 Commitments/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9: By: Och-Ziff Holding Corporationto:]4 JPMORGAN CHASE BANK, its general partner N.A., as [Swingline Lender] [Issuing Bank] By: Name: Title: By: Och-Ziff Holding Corporation, its general partner [Consented to:]5 CABOT CORPORATION By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]3 Accepted: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Loan Agreement. By Title: [Consented to: [THE XXXXXX COMPANIES, INC., as Borrower By Title:]]4 4 To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX I

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their Related Parties 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]3 TALEO CORPORATION By: Title: 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank and Swingline Lender By: Title: [OTHER ISSUING BANKS] 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]3 SPROUTS FARMERS MARKETS HOLDINGS, LLC By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.. ANNEX I

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their Related Parties Affiliates 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Name: Title: NAME OF ASSIGNEE By: Name: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Tranche A Term Commitment," "Tranche B Term Commitment"). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: By Name: Title: By: Och-Ziff Holding Corporation[Consented to:]4 WORLD WRESTLING ENTERTAINMENT, its general partner By: INC. By Name: Title: By: Och-Ziff Holding LLC, its general partner By: [NAME OF ANY OTHER RELEVANT PARTY] By Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans4 $ $ % $ $ % $ $ % 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 BorrowerCompany, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 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: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: WILMINGTON TRUST[JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Title:]5 Consented to]9to: GENERAL MOTORS COMPANY By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the 5 Prior written consent of Borrowers the Company and the Administrative Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned Aggregate Amount of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Loans2 Loans $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]4 LIFETIME BRANDS, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: INC. By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans[2] $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 Administrative Borrower, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: _________________________ [2] Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Exhibit A - Assignment and Assumption Consented to and Accepted: WILMINGTON TRUSTJPMORAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:] [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 _________________________ To be added only if the consent of Borrowers the Administrative Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Total Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTXXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]3 CENTURYLINK, its general partner By: Name: INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [NAME OF ANY OTHER RELEVANT PARTY] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CENTURYLINK, INC., a Louisiana corporation (the “Borrower”),

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 A. $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Tranche B Term Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]5 AV HOMES, its general partner By: Name: INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [NAME OF ANY OTHER RELEVANT PARTY] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Class of Loans Assigned Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Loans8 Term Commitment/Term Loans3 $ $ % $ $ % $ $ % 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 administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Credit Loan Parties and their 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 laws, including Federal and state securities lawslaws.]4 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: Consented to and Accepted: WILMINGTON TRUSTCREDIT SUISSE AG, NATIONAL ASSOCIATIONCAYMAN ISLANDS BRANCH, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding CorporationName: Title: [Consented to:]5 [STARDUST FINANCE HOLDINGS, its general partner INC.] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 5 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Company and their 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 federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Bank and Swingline Lender By: Title: [Consented to:]3 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Company is required by the terms of the Credit Agreement.. NEWMARKET CORPORATION By: Title:

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Class of Loans Assigned Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Loans8 Revolving Credit Commitment/Revolving Credit Loans 1 $ $ % $ $ % $ $ % 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, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and Accepted: WILMINGTON TRUSTand]2 WXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By[, as Letter of Credit Issuer] Name: Authorized Signatory Title: [Consented to]9: By: Och-Ziff Holding Corporationto:]3 INTERNATIONAL TRANSMISSION COMPANY, its general partner as Borrower By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 2 To be added only if the consent of Borrowers the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Amount of Commitment/Loans Commitment/Loans Percentage Assigned of for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans2 $ $ % $ $ % 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 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 BorrowerBorrowers, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: By Title: ByConsented to: Och-Ziff Holding Corporation[XXXX XXXXX XXXXXX CORPORATION, its general partner By: Name: as Parent Borrower By Title:]3 [NAME OF ISSUING BANK], as Issuing Bank By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Parent Borrower is required by the terms Section 10.04(b)(i)(A) of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent an Issuing Bank and Swingline Lender By: Title: [OTHER ISSUING BANKS] 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:] 3 NETAPP, INC. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Banks Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans6 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE PAYING AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Paying 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderBanks. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTCITIBANK, NATIONAL ASSOCIATIONN.A., as Administrative Paying Agent ByBy Title: Authorized Signatory [Consented to]9to: BySOUTHWEST AIRLINES CO. By Title:]7 [Consented to: Och-Ziff Holding Corporation[ ], its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only as Issuing Lender By Title:]8 7 Include if the consent of Borrowers is required by the terms of the Credit Agreement.applicable 8 Include if applicable

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans2 $ $ % $ $ % 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 administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth 1 Fill in appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment are hereby agreed to: ASSIGNOR 8 (e.g., “Revolving Commitment”, “Incremental Term Loan Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and] 3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]4 MSC INDUSTRIAL DIRECT CO., its general partner By: Name: INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 Revolving Facility $ $ % Tranche A Term Facility $ $ % Tranche B Term Facility $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]4 WOLVERINE WORLD WIDE, its general partner By: Name: INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [ISSUING LENDER] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Polo C.V., Polo Fin B.V. and Xxxxx Xxxxxx Asia Pacific Limited (together with the Parent Borrower, the “Borrowers”), the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % Commitment/Loans2 $ $ % $ $ % 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 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 BorrowerBorrowers, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: By Title: ByConsented to: Och-Ziff Holding Corporation[XXXXX XXXXXX CORPORATION, its general partner By: Name: Title: By: Och-Ziff Holding LLCas Parent Borrower By Title:]3 [NAME OF ISSUING BANK], its general partner By: Name: as Issuing Bank By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Term Commitment/Term Loans for all Lenders Class of Loans Assigned Amount of Term Commitment/Term Loans Assigned Assigned2 Percentage Assigned of Loans8 Term Commitment/Term Loans3 $ $ % $ $ % $ $ % 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 administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Holdings, Mid-Holdings, the Borrower, the Credit Loan Parties and their 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 laws, including Federal and state securities lawslaws.]4 [Signature page follows] 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. 4 This paragraph not included if Assignee is a Purchasing Borrower Party. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Name: Title: NAME OF ASSIGNEE By: Name: Title: Consented to and Accepted: WILMINGTON TRUSTCREDIT SUISSE AG, NATIONAL ASSOCIATION, CAYMAN ISLANDS BRANCH,as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding CorporationName: Title: [Consented to:]5 [STARDUST FINANCE HOLDINGS, its general partner INC.] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 5 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securitiesinformation) 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 8 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTXXXXXX XXXXXXX SENIOR FUNDING, NATIONAL ASSOCIATIONINC., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner AS ADMINISTRATIVE AGENT By: Name: Title: By: Och-Ziff Holding Corporation[XXXXXX XXXXXXX BANK, its general partner N.A.], AS ISSUING BANK By: Name: Title: By[Consented to: Och-Ziff Holding LLCETSY, its general partner INC. By: Name: Title:: 9 Title:]2 2 To be added only if the consent of Borrowers the Company is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Loans Commitment/Advances for all Lenders Class of Loans Assigned Banks Amount of Loans Commitment/Advances Assigned Percentage Assigned of Loans8 Commitment/Advances Assigned1 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and its affiliates and their Related Parties 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 Acceptance are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and Accepted: WILMINGTON TRUSTAccepted:]2 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]3 XXXXXX INTERNATIONAL INC., its general partner By: Name: as Borrower By Title: By: Och-Ziff Holding Corporation[Consented to:] JPMORGAN CHASE BANK, its general partner By: Name: NATIONAL ASSOCIATION, as Issuing Bank By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 2 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement 3 To be added only if the consent of the Borrower and/or other parties (e.g., Swingline Banks, Issuing Banks) is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Name: Title: NAME OF ASSIGNEE By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTFBR CAPITAL MARKETS LT, NATIONAL ASSOCIATIONINC., as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9: By: Och-Ziff Holding Corporation, its general partner to:]4 [NAME OF BORROWER] By: Name: Title: By: Och-Ziff Holding Corporation, its general partner [NAME OF ANY OTHER RELEVANT PARTY] By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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[, the Credit Parties Loan Parties] and their [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]5 [HEALTHCARE TRUST OF AMERICA HOLDINGS, its general partner By: Name: LP] By Title: By: Och-Ziff Holding Corporation[JPMORGAN CHASE BANK, its general partner By: Name: Title: By: Och-Ziff Holding LLCN.A., its general partner By: Name: [as Swingline Lender][as Issuing Bank]] By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Parties Borrower and their 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 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Tranche A Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Authorized Signatory Title: [Consented to]9: to:]5 [NAME OF RELEVANT PARTY] By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Loans for all Lenders Class of Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 $ $ _______ % $ $ _______ % $ $ _______ % 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 Loan Commitment,” “Term Loan Commitment,” etc.). 3 Must comply with the minimum assignment amounts set forth in Section 13.03(b)(i) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders under the Credit Agreement. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFORADMINISTRATIVE AGENT.] 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, the Credit Parties and their Related Parties or their respective securitiesMNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable lawslaw, including Federal Federal, State and state foreign securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. By: Name: Title: ASSIGNEE ASSIGNEE5 By: Name: Title: Consented to and Accepted: WILMINGTON TRUST[JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent]6 5 The Assignee must deliver to the [Initial Borrower][Borrower] all applicable Tax forms required to be delivered by it under Section 4.05 of the Credit Agreement. 6 To be added only if the consent of the Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner is required by the terms of Section 13.03 of the Credit Agreement. By: Name: Title: ByConsented to: Och-Ziff Holding Corporation[JPMORGAN CHASE BANK, its general partner N.A., as Swing Line Bank]7 By: Name: Title: By: Och-Ziff Holding LLC[[NAME OF ISSUING BANK], its general partner as Issuing Bank]8 By: Name: Title:: [Consented to:]9 [ENERGIZER GAMMA ACQUISITION, INC., as Initial Borrower By: Name: Title: 7 To be added only if the consent of the Swing Line Bank is required by the terms of Section 13.03 of the Credit Agreement. 8 To be added only if the consent of the Issuing Bank is required by the terms of Section 13.03 of the Credit Agreement. 9 To be added only if the consent of Borrowers the [Initial Borrower][Borrower] is required by the terms of Section 13.03 of the Credit Agreement. ENERGIZER HOLDINGS, INC., as Borrower By: Name: Title:]

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans4 $ $ % $ $ % $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment” or “Term Commitment”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]5 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]6 XXX.XXX GROUP, its general partner By: Name: INC. By Title: By: Och-Ziff Holding CorporationJPMORGAN CHASE BANK, its general partner By: Name: N.A., as Issuing Lender and Swingline Lender By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 5 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Class of Loans Assigned Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Loans8 Revolving Credit Commitment/Revolving Credit Loans 2 $ $ % $ $ % $ $ % Effective Date: , 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [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. By: Title: ASSIGNEE By: Title: [Consented to and and]3 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner and Letter of Credit Issuer] By: Name: Title: By: Och-Ziff Holding Corporation[Consented to:]4 ITC MIDWEST LLC, its general partner as Borrower By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 (1) $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Tranche B Term Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporationto:]5 AV HOMES, its general partner By: Name: INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [NAME OF ANY OTHER RELEVANT PARTY] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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. By[Consented to and]4 Accepted: Administrative Agent By Title: ASSIGNEE By: [Consented to:]5 By Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Parties Borrower and their 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 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding CorporationAgent, its general partner By: as Swingline Lender, and Issuing Bank By Name: Title: By: Och-Ziff Holding CorporationELECTRO RENT CORPORATION, its general partner By: as Borrower By Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 Title:]2 2 To be added only if included to the consent of Borrowers is extent required by the terms Section 9.04(b) of the Credit Agreement.Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 BorrowerCompany, the Credit other Loan Parties and 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 laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]3 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Issuing Banks and the Swingline Lenders is required by the terms of the Credit Agreement. [OTHER ISSUING BANKS AND SWINGLINE LENDERS] [Consented to:]4 FISERV, INC. By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. 1 Aggregate Amount of Commitment/Loans for all Lenders Class Amount of Commitment/Loans Assigned Amount of Loans Assigned Percentage Assigned of Loans8 2 $ $ % $ $ % $ $ % Effective Date: _________________ ___, 20 201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 BorrowerBorrowers, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The Borrowers shall be third party beneficiaries of this assumption by the Assignee of the obligations of the Assignor with respect to obligations owing to the Borrowers under the Credit Agreement, as modified by this Assignment and Assumption. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 By: Name: Title: By: Name: Title: __________________________ 1 Fill in the appropriate terminology for the types of Commitments or Classes of Loans under the Credit Agreement that are being assigned under this Assignment and Assumption. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner and Issuing Bank By: Name: Title: By: Och-Ziff Holding Corporation, its general partner [Consented to:]3 By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 __________________________ 3 To be added only if the consent of the Borrowers and/or other parties (e.g. any other Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders Class of Loans Assigned Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned Percentage Assigned of Loans8 Revolving Credit Commitment/Revolving Credit Loans 1 $ $ % $ $ % $ $ % 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, the other Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit Loans of all Lenders thereunder. ByName: Title: ASSIGNEE By: Title: [Consented to and and]2 Accepted: WILMINGTON TRUSTWXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner as Letter of Credit Issuer] By: Name: Title: [Consented to:]3 MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, as Borrower By: Och-Ziff Holding CorporationITC Holdings Corp., its general partner sole manager By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 2 To be added only if the consent of Borrowers the Administrative Agent and/or Letter of Credit Issuer is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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 BorrowerParent, the Credit Company, the other Loan Parties and 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 laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and a Swingline Lender] By: Title: [Consented to:]3 [OTHER ISSUING BANKS AND SWINGLINE LENDERS] 2 Set forth, to so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Issuing Banks and the Swingline Lenders is required by the terms of the Credit Agreement.. [Consented to:]3 PENTAIR FINANCE S.A.R.L By: Title: 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory Name: Title: [Consented to]9: to:]5 XHR LP, as Borrower By: Och-Ziff Holding CorporationXHR GP, Inc., its general partner By: Name: Title: By: Och-Ziff Holding Corporation[Consented to:]6 [ ], its general partner as Issuing Bank By: Name: Title: By: Och-Ziff Holding LLC[Consented to:]7 [ ], its general partner as Swingline Lender By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/ Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Title: [Consented to:]3 TIMKENSTEEL CORPORATION By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 3 To be added only if the consent of Borrowers the Borrower is required by the terms of the Credit Agreement.. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans2 $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]3 GRIFFON CORPORATION By Title: ByConsented to: Och-Ziff Holding CorporationJPMORGAN CHASE BANK, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: N.A. as Issuing Lender By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans4 $ $ % $ $ % $ $ % 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 BorrowerBorrowers, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]5 Accepted: WILMINGTON TRUST, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9to: By[NAME OF RELEVANT PARTY] By Title:]6 [Consented to: Och-Ziff Holding Corporation[THE XXXXXX COMPANIES, its general partner By: Name: INC., as Borrower By Title: By: Och-Ziff Holding Corporation:] [COOPERVISION INTERNATIONAL HOLDING COMPANY, its general partner By: Name: Title: By: Och-Ziff Holding LLCLP, its general partner By: Name: Title:: 9 as Borrower By Title:]]7 5 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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, the Credit Parties Borrower and their Related Parties 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 8 [NAME OF ASSIGNOR] By: ______________________ Title: [NAME OF ASSIGNEE] By: ______________________ Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Agent By ___ Title: [Consented to:]4 [NAME OF RELEVANT PARTY] By Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To 3To be added only if the consent of Borrowers the Agent is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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 BorrowerCompany, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR 8 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: WILMINGTON TRUST[JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Title:]3 Consented to]9to: GENERAL MOTORS COMPANY By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 To be added only if the 3 Prior written consent of Borrowers the Company and the Administrative Agent, is required by unless, (x) in the terms case of the Administrative Agent, the Assignee is a Lender or affiliate thereof, and (y) in the case of the Company only, (i) an Event of Default under Section 8(a) or (e) of the Credit AgreementAgreement has occurred and is continuing or (ii) the Assignee is a Lender to which any two or more of the following ratings have been issued by the relevant rating agency: (a) in the case of S&P, at least BBB; (b) in the case of Xxxxx’x, at least Baa2; and (c) in the case of Fitch, at least BBB.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and] Accepted: WILMINGTON TRUSTCITIBANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory By Title: [Consented to]9to and] Accepted: By: Och-Ziff Holding Corporation[NAME OF RELEVANT PARTY], its general partner By: Name: as Borrower, By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans2 $ $ % $ $ % $ $ % 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 Administrative Borrower, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: _________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent ByTitle: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]3 [NAME OF RELEVANT PARTY] Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 _________________________ 3 To be added only if the consent of Borrowers the Administrative Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1

Assigned Interest. Facility Assigned6 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans7 $ $ % $ $ % $ $ % 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, the Credit Loan Parties and their 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 laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR 8 By: Title: NAME OF ASSIGNEE By: Title: 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”). 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderLenders. By: Title: ASSIGNEE By: Title: [Consented to and and]8 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]9 AOL INC. By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: [NAME OF ANY OTHER RELEVANT PARTY] By Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 8 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [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” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByTitle: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]5 [NAME OF RELEVANT PARTY] Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 _____________________________ 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties Borrower and their Related Parties its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “A-1 Term Loan Commitment,” “A-2 Term Loan Commitment” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By[Consented to and]4 Accepted: [BANK OF AMERICA, N.A.], as Agent By Title: ASSIGNEE By: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: Consented to and Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Principal Amount Assigned Amount of Loans Assigned (and identifying information as to individual Competitive Loans) Percentage Assigned of Loans8 Facility/Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ $ % Revolving Loans: $ $ % Competitive Loans: $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The If the Assignee is not already a Lender under the Credit Agreement, 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, the Credit Parties Borrower and their its Related Parties or their respective securitiesParties) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal federal and state securities laws. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. [NAME OF ASSIGNOR] [NAME OF ASSIGNEE] By: By: Name: Name: Title: ASSIGNEE By: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner Agent2 By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 [Consented to:]3 2 To be added only if the consent of Borrowers the Administrative Agent is required by the terms Section 10.04(b) of the Credit Agreement.

Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans29 $ $ % $ $ % $ $ % 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 BorrowerU.S. Parent, the Credit other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 29 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ByAccepted: Title: ASSIGNEE JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Title: Consented to and Acceptedto: WILMINGTON TRUST, NATIONAL ASSOCIATIONIPSCO TUBULARS INC., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Borrower Representative By Title:: 9 To be added only if the consent of Borrowers is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 $ $ % $ $ % Commitment/Loans1 Revolving Facility $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR 8 [NAME OF ASSIGNOR], By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE], 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. By: Title: ASSIGNEE ByName: Title: Consented to and Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent By: Authorized Signatory [Consented to]9: By: Och-Ziff Holding CorporationAS THE ADMINISTRATIVE AGENT, its general partner SWING LINE LENDER AND ISSUING BANK By: Name: Title: By: Och-Ziff Holding Corporation[ ], its general partner AS ISSUING BANK, By: Name: Title: By[Consented to: Och-Ziff Holding LLCPINTEREST, its general partner INC., By: Name: Title:: 9 Title:]2 2 To be added only if the consent of Borrowers the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Percentage Assigned of Loans8 Commitment/Loans Assigned3 $ $ % $ $ % $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment are hereby agreed to: ASSIGNOR 8 (e.g., “Revolving Commitment” and “Term B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: WILMINGTON TRUSTJPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent ByBy Title: Authorized Signatory [Consented to]9: By: Och-Ziff Holding Corporation, its general partner By: Name: to:]5 [NAME OF RELEVANT PARTY] By Title: By: Och-Ziff Holding Corporation, its general partner By: Name: Title: By: Och-Ziff Holding LLC, its general partner By: Name: Title:: 9 4 To be added only if the consent of Borrowers the Administrative Agent is required by the terms of the Credit Agreement.