Common use of Assigned Interest Clause in Contracts

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned10 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders11 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans12 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 13 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Fill in the appropriate terminology for the Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]14 Accepted for Recordation in the Register: [CREDIT SUISSE AG, NEW YORK BANK]THE BANK OF NOVA SCOTIA, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]15 THE BANK OF NOVA SCOTIA, as L/C Issuer By: _________________________________ Name: Title:]5 Title: 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 15 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [CREDIT SUISSE AG, NEW YORK BRANCH]Consented to:]16 THE BANK OF NOVA SCOTIA, as Issuing Swing Line Lender By: _________________________________ Name: Title:] : [Consented to]:17 CABLE & WIRELESS LIMITED By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 16 To be added only if the consent and acceptance shall be necessary in of the event Swing Line Lender is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for All Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Commitment/Loans1 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 2 Effective Date: ________________ ___, 20201___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: _______________________________________ Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: _______________________________________ Name: Title: Exhibit A An _______________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]3 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 Title: [CREDIT SUISSE AGConsented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, NEW YORK BRANCH]LP, as Issuing Lender a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title:] : [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as L/C Issuer] By: _______________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 3 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned6 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders7 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 Commitment/ Loans8 CUSIP Number $________________ $_______________ _____________% [7. Trade Date: __________________]4 9 Effective Date: __________________, 20_201_ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 6 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Credit Commitment” or “Incremental Term Commitment”). 7 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]10 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:]11 By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Domestic Borrower and/or other parties (e.g. Swing Line Lender, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in L/C Issuer) is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] [Consented to:]6 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG2 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.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, NEW YORK BRANCH]to at least 9 decimals, as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as applicableof the Trade Date. No 5 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders9 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Commitment/ Term Loans $ $ % $ $ % [7. Trade Date: __________________]4 11 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 9 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]12 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]13 By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignors Assignee Facility Assigned Aggregate Amount of Total Commitment Loans for all Lenders Amount of Commitment Assigned2 Loans Assigned Percentage Assigned of Commitment3 $Loans CUSIP Number Term B Loans $ ________________ $______$ _________ ______________ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __Term B Loans $ ________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: $ _________ ______________ % Term B Loans $ ________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: $ __________________ ____________ % Effective Date: December 12, 2019 The Assignee agrees to deliver to the Term Loan B 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 each Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Master Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: JEFFERIES FINANCE LLC, as the Term Loan B Agent pursuant to Section 2.21 of the Credit Agreement By: Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNEE JEFFERIES FINANCE LLC By: Name: Title: Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]JEFFERIES FINANCE LLC, as Administrative Term Loan B Agent By: _________________________________ Name: Title:] : Consented to: Term Loan Borrower HLF FINANCING SaRL, LLC By: _________________________________ Name: Title:]5 [Title: ANNEX 1 ANNEX 1 TO MASTER ASSIGNMENT CREDIT SUISSE AGAGREEMENT DATED AS OF AUGUST 16, 2018 AMONG HLF FINANCING SaRL, LLC, HERBALIFE NUTRITION LTD., HERBALIFE INTERNATIONAL LUXEMBOURG S.À X.X., HERBALIFE INTERNATIONAL, INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES THERETO AS LENDERS, JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN B LENDERS AND COLLATERAL AGENT, AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit AS ADMINISTRATIVE AGENT FOR THE TERM LOAN A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT LENDERS, AN ISSUING BANK AND ACCEPTANCE AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEMASTER ASSIGNMENT

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned10 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders11 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans12 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 Effective 13 Operative Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Fill in this Assignment and Acceptance the appropriate terminology for the types (and, if necessary, Class) of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is Assumption (e.g., Term A Dollar Loans, Term A Euro Loans, Term B Dollar Loans, Term B Euro Loans, U.S. Revolving Credit Commitments, Japanese Revolving Credit Commitments, Swiss/Multicurrency Revolving Credit Commitments, Incremental Term Loans, Incremental Revolving Credit Commitments, Other Term Loans, Other Revolving Credit Loans, a Lender or an Affiliate given Extension Series of Extended Term Loans, a Lendergiven Extension Series of Extended Revolving Credit Commitments, (b) etc.). 11 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsOperative Date. 3Set 12 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]14 Accepted for Recordation in the Register: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]15 [L/C Issuer] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 15 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]16 [Swing Line Lender] By: _________________________________ Name: Title:]6 Title: [LINCOLN NATIONAL CORPORATION Consented to]:17 IQVIA INC. By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No Title: 16 To be added only if the consent and acceptance shall be necessary in of the event Swing Line Lender is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]6 Assignee [s]7 Facility Assigned8 Aggregate Amount of Total Commitment Commitments / Loans for all Lenders9 Amount of Commitment Assigned2 Commitments/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitments/ Loans10 CUSIP Number 5 If the Assignee hereunder is an Affiliated Lender, do NOT use this Exhibit D-l to the Credit Agreement. Instead, use Exhibit D-2 to the Credit Agreement. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Closing Date Term Loans,” “Revolving Commitment,” “Incremental Revolving Credit Commitment,” “Incremental Term Loans,” “Other Revolving Commitments,” “Other Term Loans,” “Extended Term Loans,” “Extended Revolving Commitments,” “Replacement Loans,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 11 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To 11 To be completed if the Assignor and the Assignee intend intent that the minimum assignment amount is to be determined as of the Trade Date. Exhibit ASSIGNEE REPRESENTS AND WARRANTS THAT (A) IT IS NOT A An [*] represents confidential information that has been omitted DISQUALIFIED INSTITUTION AND (B) IT IS NOT AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN, IN THE CASE OF THIS CLAUSE (B), SUCH AN AFFILIATE EXCLUDED FROM THE DEFINITION OF “DISQUALIFIED INSTITUTION” BY THE TERMS THEREOF). The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]12 Accepted for Recordation in the Register: [CREDIT SUISSE AG, NEW YORK BANK]XXXXXXX XXXXX BANK USA, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Consented to:]13 [Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No Bank] 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders11 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans12 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 13 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 12 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]14 Accepted: [CREDIT SUISSE AGWILMINGTON TRUST, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. IASIS HEALTHCARE LLC By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. Title:15 15 No consent and acceptance of the Borrower shall be necessary in the event of required for an assignment of Term Loans to a Lender, an Affiliate of a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary Approved Fund or, if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing, for any assignment to any Assignee. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE Annex I CREDIT AGREEMENT1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEFOR

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for All Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________% Commitment/Loans4 $ $ $ $ $ $ [7. Trade Date: __________________]4 5 Effective Date: __________________, 20__ 201 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: * Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 4 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An Form of Assignment and Assumption [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]6 Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]7 PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGPlum Creek Timber I, NEW YORK BRANCH]L.L.C., as Issuing Lender its General Partner By: _________________________________ Plum Creek Timber Company, Inc., its Managing Member By: Name: Title:] : [Consented to:]8 [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer][and Swing Line Lender] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 6 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Total Commitment for all Lenders7 Amount of Commitment Assigned2 Assigned Percentage Assigned of Commitment3 $Commitment8 $ ________________ $______$ _________ ____________% $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% [78. Trade Date: __________________]4 9 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of ASSIGNOR[S]10 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] 5 List each Assignor, as appropriate. 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and filed separately with manager making the Securities trade (if applicable). Form of Assignment and Exchange Commission. ASSIGNOR Assumption By: Title: ASSIGNEE[S]11 [NAME OF ASSIGNORASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: XXXXX XX WH LLC, as Borrower By: Title: 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [_____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 Commitment/Loans3 Tranche A Commitment [$_______________ ] [$__] % Tranche B Commitment [$] [$] % Revolving Commitment [$] [$] % Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth Assignee (in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount the case of the Commitment assigned by the Assignor pursuant an Assignee that is not a Lender) agrees to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered deliver to the Administrative Agent) shall not be less than $25,000,000, unless (a) Agent a completed Administrative Questionnaire in which the Assignee under this Assignment designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and Acceptance is a Lender their Related Parties or an Affiliate their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Revolving Credit (includes participations in Letters of a Lender, (bCredit) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To be completed if the Assignor The terms set forth in this Assignment and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]4 Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent and as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BRANCH]NATIONAL ASSOCIATION, as Issuing Lender By: _________________________________ Name: Title:] : ROYAL BANK OF CANADA, as Issuing Lender By: _________________________________ Name: Title:]6 Title: [LINCOLN NATIONAL Consented to:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. KIMCO REALTY CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No Title: 5 To be added only if the consent and acceptance shall be necessary in of Kimco is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. 1 Select as applicable. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Commitment/Loans Commitment/Loans Percentage Assigned of Commitment3 $_______________ $_______________ _____________for all Lenders Assigned Commitment/Loans2 $ $ % [7. Trade Date: __________________]4 $ $ % Effective Date: __________________, 20_201_ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Commitment/Loans of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissionall Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: [CREDIT SUISSE AGXXXX XXXXX XXXXXX CORPORATION, NEW YORK as Parent Borrower By Title:]3 [NAME OF ISSUING BANK], as Administrative Agent ByIssuing Bank By Title: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 3 To be added only if the consent and acceptance shall be necessary in of the event Parent Borrower is required by Section 10.04(b)(i)(A) of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT CREDIT AGREEMENT DATED AS OF MARCH 10, 2011 AMONG XXXX XXXXX LAUREN CORPORATION, ACQUI POLO C.V., XXXX XXXXX XXXXXX KABUSHIKI KAISHA AND ACCEPTANCE XXXX XXXXX LAUREN ASIA PACIFIC LIMITED, THE LENDERS PARTIES THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders12 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a LenderAssumption (e.g. “Initial Loans”, (b) “Extended Loans”, etc.). 12 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 13 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]15 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to J. CREW GROUP, INC. By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No ]:16 15 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEES See Schedules attached hereto [Consented to and]5 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]6 NORTH ATLANTIC TRADING COMPANY, INC. By Title: 5 To be added only if the consent of the Commitment assigned Administrative Agent is required by the Assignor pursuant terms of the Credit Agreement. May also use a master consent. 6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a master consent. SCHEDULE 1 to this Assignment and Acceptance (determined as Assumption By its execution of this Schedule, the date this Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Acceptance Assumption. Assigned Interests: Aggregate Amount of Amount of Percentage Assigned Commitment/Loans Commitment/Loans of for all Lenders Assigned Commitment/Loans1 $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]2 [and is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set [identify Lender]3] By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]2 Add additional signature blocks, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], needed. 3 Select as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissionappropriate. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment [Commitments / Revolving Credit Exposures]3 for all Lenders4 Amount of [Commitment Assigned2 Percentage / Revolving Credit Exposure]3 Assigned4 Percentage5 Assigned of Commitment3 $_______________ $_______________ _____________[Commitments / Revolving Credit Exposures] 3 for all Lenders $ $ % $ $ % $ $ % [7. Trade Date: __________________, 20 ]4 6 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned under the Assignment (e.g., “Revolving Credit Agreement”) 3 Use “Revolving Credit Exposure[s]” if Commitments have been terminated; otherwise, use “Commitment[s].” 4 Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 5 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitments / Revolving Credit Exposures of all Banks thereunder. 4To 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]7 Accepted: [CREDIT SUISSE AGUNION BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to: AVISTA CORPORATION By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : [Consented to: UNION BANK, N.A., as an Issuing Bank By: _________________________________ Name: Title:]6 [LINCOLN Title: XXXXX FARGO BANK, NATIONAL CORPORATION ASSOCIATION, as an Issuing Bank By: _________________________________ Name: Title:]7 ___________________________ 5Insert Title: 7 To be included if such consent is required by the terms of the Credit Agreement. , as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Issuing Bank By: Name: Title: ]7 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Commitment/Notes for all Lenders7 Amount of Commitment/Notes Assigned8 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Notes9 CUSIP Xxxxxx00 $ $ $ % $ $ $ % $ $ $ % [78. Trade Date: __________________]4 ] Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of the Commitment assigned Notes held at any one time by the Assignor pursuant to this Assignment and Acceptance (determined as Affiliated Purchasers shall not exceed 25% of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining original principal amount of all Notes at such time outstanding (such percentage, the Assignor’s Commitment“Affiliated Purchaser Cap”). To the extent any assignment to an Affiliated Purchaser would result in the aggregate principal amount of all Notes held by Affiliated Purchasers exceeding the Affiliated Purchaser Cap, or (c) the Administrative Agent otherwise consentsassignment of such excess amount will be void ab initio. 3Set 9 Set forth, to at a least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Notes of all Purchasers thereunder. 4To 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with Accepted for Recordation in the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGRegister KGH INTERMEDIATE HOLDCO II, NEW YORK BANK], as Administrative Agent LLC By: _________________________________ KGH Intermediate Holdco I, LLC, its managing member, By: Xxxxx Group Holdings, LLC, its managing member By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. AFFILIATED PURCHASER ASSIGNMENT AND ASSUMPTION ANNEX 1 TO AFFILIATED PURCHASER ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED PURCHASER ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 ] To be completed if the Assignor and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [The] [Each] Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which [the] [such] Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the [applicable] Assignee’s compliance procedures and applicable laws, including federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE] Add additional signature blocks, as needed. [an Affiliate/Approved Fund of [identify Lender] Select as applicable.] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement. Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title[Consented to:] To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement. XXXXX CORNING By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AGSCHEDULE 1 To Assignment and Assumption Assigned Interests: Assignor Assignee(s) Facility Assigned Aggregate Amount of Commitment/Term Loans for all LendersAmount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount of Commitment/Term Loans Assigned Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Percentage Assigned of Commitment/Term Loans Set forth, NEW YORK BRANCH]to at least 9 decimals, as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicablea percentage of the Commitment/Term Loans of all Lenders thereunder. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. CUSIP Number Term Loan Facility $ $ % ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned3 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned4 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 6 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Agreement are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that has been omitted 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 filed separately with the Securities Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 6 To be completed if the Assignor and Exchange Commissionthe Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: :______________________________________ Name: Title:] : [DIGITALOCEAN, LLC, as the Borrower]7 By: :_________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission7 If required. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEAGREEMENT

Assigned Interest. Facility Assigned1 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans2 $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date3 effective date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]5 [BANK OF AMERICA, N.A., as [U.S. Issuing Lender] [U.S. Swingline Lender]] By Title: AIRGAS, INC. By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (be.g. “U.S. Revolving Commitment,” etc.) the Commitment assigned * Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentseffective date. 3Set 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 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. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE.

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: ________________ ___, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] [Consented to:]6 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BRANCH]NATIONAL ASSOCIATION, as Issuing Lender L/C Issuer] By: _________________________________ NameTitle: Title:] [JPMORGAN CHASE BANK, N.A., as L/C Issuer] By: _________________________________ NameTitle: Title:]6 [LINCOLN NATIONAL CORPORATION MUFG UNION BANK, N.A., as L/C Issuer] By: _________________________________ NameTitle: Title:]7 [________________, as L/C Issuer] By________________________________ 5Insert Title: [VECTREN UTILITY HOLDINGS, INC.] By________________________________ Title: 1 Select as applicable. No consent and acceptance shall be necessary 2 Fill in the event appropriate terminology for the types of an facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving 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. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to a Lender or an Affiliate be determined as of a Lenderthe Trade Date. 6Insert as applicable. No 5 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned12 Aggregate Amount of Total Commitment / Loans for all Lenders13 Amount of Commitment Assigned2 / Loans Assigned Percentage Assigned of Commitment3 Commitment / Loans14 CUSIP Number $_______________ $_________ ________% $_______ $_________ ________% $_______ $_________ ________% [7. Trade Date: __________________]4 15 10 List each Assignor, as appropriate. 11 List each Assignee, as appropriate. 12 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”, etc.). 13 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 14 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 15 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________, 20________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEEASSIGNOR] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, DEUTSCHE BANK AG NEW YORK BANK]BRANCH, as Administrative Agent By: _________________________________ NameTitle: Consented to:16 By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 16 Insert for the Borrower or any other entity whose consent and acceptance shall be necessary in is required under the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissioncredit agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Total Commitment Percentage Amount of Commitment Assigned2 Percentage Commitment/ Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans Loans Commitment/ CUSIP Assignor[s]6 Assignee[s]7 for all Lenders8 Assigned Loans9 Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 10 Effective Date: __________________, 20__ [TO 20___[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of ASSIGNOR [NAME OF ASSIGNOR] By: Title: 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 9 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]11 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Title: 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 4 IASIS HEALTHCARE LLC By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. 12 12 No consent and acceptance of the Borrower shall be necessary in the event of required for an assignment to a Lender or Lender, an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of , an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary Approved Fund or, if an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing, any Assignee. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE Annex I CREDIT AGREEMENT1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 for all Commitment Percentage Assigned of Commitment3 $_______________ $_______________ _____________Facility Assigned Lenders* Assigned* Commitment2 CUSIP Number Committed Loans $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 3 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 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. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]4 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGConsented to:]5 BANK OF AMERICA, NEW YORK BRANCH]N.A., as Issuing L/C Issuer and Swing Line Lender By: _________________________________ NameTitle: ANIXTER INC. By: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 5 To be added only if the consent and acceptance shall be necessary in of Anixter and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 20, 2007 among ANIXTER INC., the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Total Commitment for all Lenders9 Amount of Commitment Assigned2 Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 ] 11 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 9 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementRevolving Credit Commitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]12 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]13 CORECIVIC, INC., as Borrower By: _________________________________ Name: Title:]5 Title: BANK OF AMERICA, N.A., as Swingline Lender By: Name: Title: [CREDIT SUISSE AG, NEW YORK BRANCHNAME OF ISSUING LENDER(S)], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans2 Term Loans $ 150,000,000 $ % [7Revolving Loans $ 100,000,000 $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Trade Date: __________________]4 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]3 The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGCSG SYSTEMS INTERNATIONAL, NEW YORK BANK]INC.4 By: Name: Title: ROYAL BANK OF CANADA, as Administrative Agent By: _________________________________ Name: Title:] : By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be included to the extent consent is required under Section 10.04(b). [ROYAL BANK OF CANADA, as Swingline Lender [and Issuing Bank]5 By: _________________________________ Name: Title: By: Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of 5 Reference to Issuing Bank required for an assignment of Revolving Commitments. 6 Reference to a Swingline Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of required for an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionRevolving Commitments. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption Amended and Restated Credit Agreement dated as of [ ], 2012, among CSG Systems International, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I thereto), the Lenders, RBC Capital Markets, Xxxxx Fargo Securities, LLC, HSBC Bank USA, National Association and BBVA Compass, as joint lead arrangers and joint bookmanagers (in such capacity, the “Lead Arrangers”), HSBC Bank USA, National Association and BBVA Compass, as co-documentation agents (in such capacity, “Co-Documentation Agents”), Xxxxx Fargo Bank, National Association, as syndication agent (in such capacity, “Syndication Agent”), Royal Bank of Canada, as swingline lender (in such capacity, “Swingline Lender”), as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]7 Assignee[s]8 Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders9 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 11 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities Acceptance Agreement The terms set forth in this Assignment and Exchange Commission. ASSIGNOR Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:][12] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable12 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement. No consent Form of Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEAcceptance Agreement

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the 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 Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]4 Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent Agent[, an Issuing Bank and as Swingline Lender]4 By: _________________________________ NameTitle: Title:] [Consented to:]5 [NAME OF RELEVANT PARTY] By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG4 To be added only if the consent of the Administrative Agent, NEW YORK BRANCH]Issuing Bank or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower Representative and/or other parties (e.g. Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in Bank) is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage / Loans of Assignor prior to Trade Date Amount of Commitment / Loans of Assignee prior to Trade Date Amount of Commitment / Loans Assigned Amount of Commitment3 $Commitment / Loans of Assignor after Trade Date Amount of Commitment / Loans of Assignee after Trade Date $ $ $ $ $ [0.Xxxxx Date: _______________ $__]2 Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: _____________________________ ASSIGNOR]By:Name: :Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: _____________________________ ASSIGNEE]By:Name: :Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]3 Accepted: [CREDIT SUISSE :Credit Suisse AG, NEW YORK BANK]Cayman Islands Branch, as Administrative Agent By: asAdministrative AgentBy:__________________________________ Name: Title:] : 2To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.3To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. [Consented to:]4 BLACK HILLS CORPORATION By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: ____:_____________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 4 To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]5 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: [Consented to:]6 ATLANTIC DIVING SUPPLY, INC., as Administrative Borrower, on behalf of itself and the other Borrowers By Title: 5 To be added only if the consent of the Commitment assigned Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the Assignor pursuant to this terms of the Loan Agreement. May also use a Master Consent. 6 To be added only if the consent of the Administrative Borrower is required by the terms of the Loan Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Acceptance (determined as Assumption By its execution of this Schedule, the date this Assignee agrees to the terms set forth in the attached Assignment and Acceptance Assumption. Assigned Interests: Aggregate Amount Percentage of Commitment/ Amount of Assigned of Facility Loans for all Commitment/ Commitment/ Assigned7 Lenders8 Loans Assigned9 Loans10 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]11 [and is delivered to an Affiliate/Approved Fund of [identify Lender]12] By: Title: 7 Fill in the Administrative Agent) shall not be less than $25,000,000, unless (a) appropriate terminology for the Assignee types of facilities under the Loan Agreement that are being assigned under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (be.g. “Commitment”) the Commitment assigned 8 Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of Effective Date. 9 Amount to be adjusted by the Assignor’s Commitment, counterparties to take into account any payments or (c) prepayments made between the Administrative Agent otherwise consentsTrade Date and the Effective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]11 Add additional signature blocks, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert needed. 12 Select as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitments/ Syndicated Loans for all Lenders Amount of Commitment Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitment3 $_______________ $__Commitments/ Syndicated Loans for all Lenders3 Commitment/ Syndicated Loans $ $ % Competitive Loans4 N/A $ N/A Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in this Assignment which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and Acceptance are hereby agreed to: 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. __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _______________________________ 2 Must comply with Section 10.04(b)(ii) of the Credit Agreement. 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Syndicated Loans of all Lenders. 4 Specify the Competitive Loan assigned, including whether it is a Eurocurrency Loan or a Fixed Rate Loan. 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: _____________________________ by Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: by _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGConsented to:]6 [BEST BUY CO., NEW YORK BRANCH], as Issuing Lender By: INC.] by _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 5 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: ___________________ ]4 4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ______________ _____, 202_____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEE[S] See Schedules attached hereto [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ NameTitle: Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender By: Title:] By: _________________________________ NameAccepted: Title:]5 [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BRANCH]NATIONAL ASSOCIATION, as Issuing Lender By: _________________________________ Title: [Consented to:]6 AMERIGAS PROPANE, L.P., as Borrower By: AmeriGas Propane, Inc., its General Partner By: Name: Title:] By: _________________________________ Name: Title:]6 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. May also use a Master Consent. 6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary the][each] Assignee agrees to the terms set forth in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent attached Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEAssumption.

Assigned Interest. 1 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Percentage Commitment/Loans Assigned of Commitment3 $_______________ $_______________ _____________2 $ $ % [7. Trade Date: __________________]4 $ $ % $ $ % Effective Date: _________________ ___, 20201___ [TO BE INSERTED BY THE 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 Borrowers, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The 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 Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNOR] 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. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Name: Title: ASSIGNEE [Consented to:]3 [NAME OF ASSIGNEERELEVANT PARTY] By: Name: Title: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 3 To be added only if the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as consent of the Borrowers and/or other parties (e.g. any other Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in Bank) is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 7 7 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ 2 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]8 Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent [, Issuing Lender and Swingline Lender] By Title: [Consented to:]9 BLACKHAWK NETWORK HOLDINGS, INC. By Title: 8 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent. 9 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned10 Aggregate Amount of Commitment/ Loans for all Lenders11 Amount of Commitment/ Loans Assigned12 Percentage Assigned of Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]14 [and is an Affiliate/Approved Fund of [identify Lender]15] By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE:

Assigned Interest. Aggregate Amount to be adjusted by the counterparts to take into account any payments or prepayments made between the Trade Date and the Effective Date. FacilityAssigned Fill in the appropriate terminology for the types of Total Commitment facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (“Revolving Loan” and “Swing Line Loan”). AggregateAmount ofCommitment/Loansfor all Lenders Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/LoansSet forth, to at least 9 decimals, as a percentage of Commitment Assigned2 Percentage Assigned the Commitment/Loans of Commitment3 $all Lenders thereunder. CUSIPNumber ___________ $____________ $_____________ __________% ___________ $____________ $_____________ __________% ___% [7. Trade Date: ________ $____________ $_____________ ______]4 ____% [0.Xxxxx Date:__________________]To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement. By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor Assignee Commitment Assigned Aggregate Amount of Total Commitment Commitment/Loans for all Lenders1 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________% Commitment/ Loans2 CUSIP Number Non-Extended Revolving Commitment (a) (c) Extended Revolving Commitment (b) (d) Box 1 (a) + (b) Box 0 (x) + (x) Xxx 0 xivided by Box 1 times 100 [7. Trade Date: __________________]4 3 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 1 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 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. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]4 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Title: [Consented to:]5 [VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: VENTAS, INC., a Delaware corporation, its general partner By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BRANCH]N.A., as Issuing Bank and Swingline Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 4 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders12 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans13 CUSIP Number $ — $ — — % [7. Trade Date: __________________]4 14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]16 By: Title: 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Credit Commitment”, “Term A Commitment”, etc.). 12 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 13 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with 15 To be added only if the Securities and Exchange Commissionconsent of the Adminstative Agent is required by the terns of the Credit Agreement. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 16 To be added only if the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGconsent of the Borrower and/or other parties (e.g. Swing Line Lender, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in L/C Issuer) is required by the event terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 20, 2007, AMONG TECH DATA CORPORATION, THE LENDERS PARTIES THERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Amount of Commitment Assigned Aggregate Amount of Total Commitment Amount of Commitment Assigned2 for all Lenders8 Percentage Assigned of Commitment3 Commitment9 $_______________ $_______________ ____________% $_________ $_______________ ____________% $ $ % [7. Trade Date: __________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 9 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ NameTitle: [NAME OF ASSIGNOR] By: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE] By: _____________________________ NameTitle: [NAME OF ASSIGNEE] By: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionExh. B-1-3 Consented to and Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : NCPIF SPV I LLC, as Borrower By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: ______________________]4 6 6 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________ ___ , 2______, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount assignor [name of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNORassignor] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto [NAME OF ASSIGNEE] ByConsented to and]7 Accepted: _____________________________ CITIBANK, N.A., as Administrative Agent BY Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedto: [CREDIT SUISSE AGbeacon ROOFING SUPPLY, NEW YORK BANK]inc., as Administrative Agent By: _________________________________ Borrower]8 BY Name: Title:] : 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. May also use a Master Consent. 8 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned9 Aggregate Amount of Commitment/ Term Loans for all Lenders10 Amount of Commitment/ Term Loans Assigned11 Percentage Assigned of Commitment/ Term Loans12 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]13 [AND IS AN AFFILIATE/APPROVED FUND OF [IDENTIFY LENDER]14] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitments/Loans for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitments/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth [signature pages follow] 2 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, Assumption (be.g. “Revolving Facility”) the Commitment assigned * Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitments/Loans of all Lenders thereunder. 4To 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted CHAR1\1835093v3 The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. ASSIGNOR Assumption are hereby agreed to: [NAME OF ASSIGNOR] ], as the Assignor By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], as the Assignee By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as the Administrative Agent By: _________________________________ Name: Title: [Consented to:]6 [BANK OF AMERICA, N.A., as [the L/C Issuer][[and] the Swingline Lender] By: Name: Title:] [ARHAUS, INC., a Delaware corporation By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 6To be added only if the consent and acceptance shall be necessary in of the event Borrower and/or other parties (e.g. the L/C Issuer) is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitments/Loans of the applicable Class of all Lenders Amount of Commitment Assigned2 the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders of any Class, as applicable. Dollar Revolving Commitments/Loans Multi-Currency Revolving Commitments/Loans Tranche A Term Commitments/Loans $ $ % [7Tranche B Term Commitments/Loans $ $ % [ ] In the event Incremental Term Loans or Incremental Revolving Commitments of any Class are established under Section 2.21 of the Credit Agreement or any new Class of Loans or Commitments is established pursuant to Section 2.22 or 2.23 of the Credit Agreement, refer to the Class of such Loans assigned. Trade Date: __________________]4 $ $ % Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and State securities laws. The terms set forth in this Assignment and Acceptance above are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: Assignor, by _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ________________, as Assignee, by _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: Agent, by _____________________________ Name: Title: Consented to: [ALLEGION US HOLDING COMPANY INC., by _____________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Total Commitment Commitment/Loans of all Lenders2 Amount of Commitment Assigned2 Commitment/Loans Assigned3 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Commitment/Loans of all Lenders4 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 5 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 1 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is Assumption (e.g. “Initial Term Loans”, “Incremental Term Loans” , “Extended Term Loans”, etc.). Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 3 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Affiliate Approved Fund or an assignment of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignorassigning Lender’s CommitmentCommitment or Loans of any class, or (c) the Administrative Agent otherwise consentsamount shall not be less than, $1,000,000. 3Set 4 Set forth, to at least 9 8 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. ASSIGNOR Assumption are hereby agreed to: [NAME OF ASSIGNOR] ], as Assignor By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] ], as Assignee By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]6 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. 6 No consent and acceptance of the Administrative Agent shall be necessary in the event of required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. [Consented to: TRANSFIRST HOLDINGS, INC.]7 By: Name: Title: 7 No consent of the Borrower shall be required for (i) an assignment of all or any portion of the Loans to a Lender, an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance Approved Fund; provided that the Borrower shall be necessary deemed to have consented to any such assignment of any Term Loans unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, or (ii) if an Event of Default under Section 8.01(a) of the Credit Agreement or, solely with respect to any of the Borrower, Section 8.01(f) of the Credit Agreement has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 I TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. For assignment of Commitments: Aggregate Amount of Total Commitment Commitments for all Lenders Amount of Commitment Assigned2 Assigned by Assignor Percentage Assigned of Commitment3 $Commitment for all Lenders[4] Termination Date of Commitment Assigned as of the date hereof $ $ % $ $ % $ $ % For assignment of Competitive Bid Advances: Date of Advance Assigned Aggregate Amount of Competitive Bid Advances Owed to Assignor (not giving effect to assignment) Amount of Competitive Bid Advance Assigned Percentage Assigned of Competitive Bid Advance[5] Interest Rate / Interest Rate Type Maturity Date $ $ % $ $ % $ $ % For assignment of Swing Line Advances:[6] Date of Advance Assigned Aggregate Amount of Swing Line Advances Owed to Assignor (not giving effect to assignment) Amount of Swing Line Advance Assigned Percentage Assigned of Swing Line Advance[7] Section 2.04(b) Repayment Date $ $ % $ $ % $ $ % Effective Date: _______________ $_______________ _____________% , 201_[8] [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [4] Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders. [5] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. [6] Applicable to assignments by Swing Line Lenders. [7] Set forth, to at least 9 decimals, as a percentage of the Competitive Bid Advance being assigned. Trade Date[8] This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. The Assignee agrees to deliver to the Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower or any Foreign Subsidiary Borrower and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] ASSIGNOR By: :______________________________ Name: Title: ASSIGNEE [_________________________________ NAME OF ASSIGNEE] ASSIGNEE By: :______________________________ Name: Title: Exhibit A An Domestic Lending Office [*Address] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Eurocurrency Lending Office [Address] [Consented to and and][9] Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to: MONSANTO COMPANY By: _________________________________ Name: Title:]5 Title:][10] [CREDIT SUISSE AG11][Consented to: JPMORGAN CHASE BANK, NEW YORK BRANCH]N.A., as Issuing Lender By________________________________ Name: Title: Consented to: CITIBANK, N.A., as Issuing Lender By________________________________ Name: Title: [10] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee” or if an Event of Default has occurred and is continuing and shall be deemed unless Parent Borrower objects in writing within ten Business Days after receiving notice of the proposed assignment. [11] None of the following consents shall be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” [9] Consent shall not be required if Assignee is an Eligible Assignee by reason of clause (a) or clause (b) of the definition of “Eligible Assignee.” EXHIBIT C: FORM OFASSIGNMENT AND ACCEPTANCE Consented to: BANK OF AMERICA, N.A., as Issuing Lender By________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 FOUR-YEAR CREDIT AGREEMENT DATED AS OF APRIL 1, 2011 AMONG MONSANTO COMPANY, THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO ASSIGNMENT TIME, THE LENDERS FROM TIME TO TIME PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS AGENT AND ACCEPTANCE THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for All Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Commitment/Loans1 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 2 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: ________________________________ Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: ________________________________ Name: Title: Exhibit A An _____________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]3 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGRetail Opportunity Investments GP, NEW YORK BRANCH]LLC, as Issuing Lender a Delaware limited liability company, its general partner By: _Retail Opportunity Investments Corp., a Maryland corporation, its managing member By: ________________________________ Name: Title:] : [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as L/C Issuer] By: _________________________________ Name: Title:]6 Title: [LINCOLN Consented to:]6 [KEYBANK NATIONAL CORPORATION ASSOCIATION, as Swing Line Lender] By: _________________________________ Name: Title:]7 Title: _____________________________ 5Insert as applicable. No 3 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitment/Loans for Lender* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans [9 decimals] $ $ % [7. Trade Date: ______________________]4 1 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned [Signature Page Follows] * Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To 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. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGPNC Bank, NEW YORK BANK]National Association, as Administrative Agent By: _________________________________ By Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGConsented to:]2 PNC Bank, NEW YORK BRANCH]National Association, as Issuing Lender By: _________________________________ and Swing Lender By Name: Title:] By: _________________________________ [Consented to:]3 Ferroglobe PLC By Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable2 If consent is required pursuant to Section 11.8.2 of the Credit Agreement. No 3 If consent and acceptance shall be necessary in is required pursuant to Section 11.8.2 of the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Total Commitment for all Lenders7 Amount of Commitment Assigned2 Percentage Assigned PercentageAssigned of Commitment3 Commitment8 CUSIP Number $_______________ $__________ ________% $__________ $__________ $__________ $__________ ________% [7. Trade Date: __________________]4 ] 9 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: BANK OF AMERICA, N.A. as Swing Line Lender and L/C Issuer By: _________________________________ Title: [CREDIT SUISSE AGConsented to and]10 Accepted: BANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] _______________ 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]11 INVESCO FINANCE PLC By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender ByTitle: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 11 To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders12 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans” or “Term B-2 Loans”). 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Form of Assignment and Assumption [7. Trade Date: __________________]4 14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities Assumption The terms set forth in this Assignment and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]15 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to: NEXEO SOLUTIONS, LLC By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No ]16 15 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. FacilityAssigned2 Aggregate AmountofCommitment/Loansfor all Banks Amount of Total Commitment Amount of Commitment Assigned2 ofCommitment/LoansAssigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________AssignedofCommitment/Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]] 4 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Agreement are hereby agreed to: __________________ 2The amount ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (be.g. "Revolving Credit Commitment") the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Banks thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF NAI-1502980324v12 ASSIGNOR] : Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this ____ day of __________, _____: AGENT: KEYBANK NATIONAL ASSOCIATION as Agent By: Name: Title: Accepted and Approved this ____ day of __________, _________ : [THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 5 To be added only if the Securities and Exchange Commissionconsent of the Borrower is required by the terms of the Credit Agreement. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE NAI-1502980324v12 Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEAGREEMENT

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Commitment/Loans1 Revolving Loans $ 750,000,000 $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] [Consented to:]2 ADVANCE STORES COMPANY, INCORPORATED By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG2 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. GUARANTEE AGREEMENT dated as of October 5, NEW YORK BRANCH]2006, among ADVANCE AUTO PARTS, INC., a Delaware corporation (“Holdings” and the “Guarantor”), and JPMORGAN CHASE BANK, N.A., a New York banking corporation (“JPMCB”), as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert administrative agent (in such capacity, the “Administration Agent”) for the Lenders (as applicable. No consent and acceptance shall be necessary defined in the event Credit Agreement referred to below). Reference is made to the Credit Agreement dated as of an assignment October 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Advance Stores Company, Incorporated, a Lender or an Affiliate Virginia corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and JPMCB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Borrower has elected that the Guarantor guarantee the Obligations (as defined below) by entering into this Guarantee Agreement. Holdings acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantor of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary Guarantee Agreement in the event form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of an assignment Credit, the Guarantor is willing to a Lender or an Affiliate of a Lenderexecute this Guarantee Agreement. 7Insert Accordingly, the parties hereto agree as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEfollows:

Assigned Interest. Assignor List each Assignor, as appropriate. Assignee List each Assignee, as appropriate. Facility Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Letter of Credit Commitment,” etc.) Aggregate Amount of Total Commitment Commitment/Advances for all Lenders Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount of Commitment Assigned2 Commitment/Advances Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Advances Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 ] To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit 10.01 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] To be added only if the consent of the Agent is required by the terms of the Credit Agreement. Accepted: [CREDIT SUISSE AGCITIBANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title[Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement. [NAME OF RELEVANT PARTY] By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. 10.01 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Tranche 1 Commitments/Tranche 1 Loans of all Lenders Amount of Commitment Assigned2 Tranche 1 Commitment/Tranche 1 Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Tranche 1 Commitment/Tranche 1 Loans of all Lenders $ $ % [7. Trade Date: __________________]4 $ $ % $ $ % Aggregate Amount of Tranche 2 Commitments/Tranche 2 Loans of all Lenders Amount of Tranche 2 Commitment/Tranche 2 Loans Assigned Percentage Assigned of Aggregate Amount of Tranche 2 Commitment/Tranche 2 Loans of all Lenders $ $ % $ $ % $ $ % Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (Signatures begin on following page) The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An (Consents begin on following page) [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and AcceptedAccepted]1: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent Agent[, and an Issuing Bank] By: _________________________________ Name: Title:] : [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : ] [BANK OF AMERICA, N.A., as an Issuing Bank By: _________________________________ Name: Title:]6 Title: ] [LINCOLN NATIONAL CORPORATION BARCLAYS BANK PLC, as an Issuing Bank By: _________________________________ Name: Title:]7 ___________________________ 5Insert Title: ] [CITIBANK, N.A., as applicablean Issuing Bank By: Name: Title: ] 1 Consents to be included to the extent required by Sections 9.04(b)(i)(B) and 9.04(b)(i)(C) of the Credit Agreement. No consent and acceptance shall [MIZUHO BANK, LTD., as an Issuing Bank By: Name: Title: ] [THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Issuing Bank By: Name: Title: ] [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:]2 TESORO CORPORATION, as Borrower By: Name: Title: ] 2 Consent to be necessary in included to the event extent required by Sections 9.04(b)(i)(A) of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Exhibit A of Credit Agreement STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 5 5 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ 2 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEES See Schedules attached hereto [Consented to and]6 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent [, Issuing Lender and Swingline Lender] By Title: [Consented to:]7 DCP MIDSTREAM OPERATING, LP By Title: 6 To be added only if the consent of the Commitment assigned Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the Assignor pursuant to this terms of the Credit Agreement. May also use a Master Consent. 7 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Acceptance (determined as Assumption By its execution of this Schedule, the date this Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Acceptance Assumption. Assigned Interests: Facility Assigned8 Aggregate Amount of Commitment/ Loans for all Lenders9 Amount of Commitment/ Loans Assigned10 Percentage Assigned of Commitment/ Loans11 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]12 [and is delivered to an Affiliate/Approved Fund of [identify Lender]13] By: Title: 8 Fill in the Administrative Agent) shall not be less than $25,000,000, unless (a) appropriate terminology for the Assignee types of facilities under the Credit Agreement that are being assigned under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (be.g. “Revolving Credit Commitment”) the Commitment assigned 9 Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of Effective Date. 10 Amount to be adjusted by the Assignor’s Commitment, counterparties to take into account any payments or (c) prepayments made between the Administrative Agent otherwise consentsTrade Date and the Effective Date. 3Set 11 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]12 Add additional signature blocks, as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert needed. 13 Select as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Commitments7 Amount of Total Commitment Amount of Commitment Assigned2 Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment3 Commitment/ LC Exposure/ Loans8 CUSIP Number $_______________ $____________ __________% $____________ $____________ __________% ___% ______________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [7. Trade Date: __________________]4 9 Effective Date: _________, 201[_________, 20__ ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: _REMAINDER OF PAGE INTENTIONALLY LEFT BLANK _________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. ASSIGNOR Assumption are hereby agreed to: ASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR[S] By: Title: ASSIGNEE[S] [NAME OF ASSIGNEE[S] By: Title: [Consented to and]10 Accepted: XX XXXXXX XXXXX BANK, N.A., as Administrative Agent and/or Issuing Bank By: Title _________________________ 10 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. [Consent to:]11 FELCOR/JPM HOSPITALITY (SPE), L.L.C., a Delaware limited liability company By: Name: Title: DJONT/JPM HOSPITALITY LEASING (SPE), L.L.C. a Delaware limited liability company By: Name: Title: FELCOR/JPM BOCA RATON HOTEL, L.L.C., a Delaware limited liability company By: Name: Title: DJONT/JPM BOCA RATON LEASING, L.L.C., a Delaware limited liability company By: Name: Title: MIAMI AP HOTEL L.L.C., a Delaware limited liability company By: Name: Title: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 11 To be added only if the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in of the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionBorrowers are required under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned11 Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders12 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Credit Commitment”, “Tranche B-1 Term Commitment,” “Tranche B-2 Term Commitment”, etc.). 12 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 13 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities and Exchange Commission. Assumption ASSIGNOR [NAME OF ASSIGNORASSIGNEER] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]15 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:]16 SWIFT TRANSPORTATION CO., LLC By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGConsented to:]17 BANK OF AMERICA, NEW YORK BRANCH]N.A., as Issuing L/C Issuer and Swing Line Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No The consent and acceptance of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be necessary required for assignments in the event respect of an any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Facility, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE.

Assigned Interest. Assignor[s]4 Assignee[s]5 Facility Assigned 6 Aggregate Amount of Total Commitment for all Lenders7 Amount of Commitment Assigned2 Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment 8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 ] 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 7 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities Assumption The terms set forth in this Assignment and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] 10 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:] 11 By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicableL/C Issuer) is required by the terms of the Credit Agreement. No consent Form of Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Assumption ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION [ ] 12 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans of all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Commitment/Loans1 $ 10,000,000 $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: ______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]CAYMAN ISLANDS BRANCH, as Administrative Agent By: _________________________________ NameName Title: Title:] By: _________________________________ NameName Title: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender ROTECH HEALTHCARE INC.]1 By: _________________________________ NameName Title: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 1 Pursuant to Section 9.04(b) of the Credit Agreement, Borrower consent is required for assignments of Commitments and acceptance Loans; provided that such consent of the Borrower shall (a) not be necessary in the event of an required (i) if such assignment is made to a another Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate a Related Fund or (ii) after the occurrence and during the continuance of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with (b) be deemed given unless the Securities and Exchange CommissionBorrower shall have objected to such arrangement by written notice to the Administrative Agent within five Business Days after having received notice thereof. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________% [7Commitment/Loans3 Revolving Credit Facility $ $ $ 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE SENIOR FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: THE BANK OF NOVA SCOTIA, as Senior Facility Agent By Name: Title: [SABINE PASS LIQUEFACTION, LLC, as Borrower By Name: Title:]5 4 To be added only if the consent of the Senior Facility Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Consented to: ABN AMRO CAPITAL USA LLC, as an Issuing Bank By: Name: Title: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as an Issuing Bank By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: NATIXIS, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: Annex 1 to Assignment and Assumption [_____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $__Commitment/ Loans2 Revolving Credit Commitment $ _____________ $__$ _____________ ______________ % [7. Trade Date: Credit-Linked Commitment $ __________________]4 Effective Date: _ $ _____________ ______, 20____ % Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined 1 Select as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsapplicable. 3Set 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Commitment/Loans of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. all Lenders thereunder The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]BNP PARIBAS, as Administrative Agent By: _________________________________ Name: Title: By: Name: Title: Consented to: [BNP PARIBAS, as a Revolving Issuing Lender By: Name: Title:]3 3 Include for Assignments of Revolving Credit Commitment. [BANK OF AMERICA, N.A. as a Revolving Issuing Lender By: Name: Title:]4 [CALYON NEW YORK BRANCH, as a Revolving Issuing Lender By: Name: Title:]5 [BNP PARIBAS, as a Credit-Linked Issuing Lender By: Name: Title:]6 4 Include for Assignments of Revolving Credit Commitment. 5 Include for Assignment of a Revolving Credit Commitment. 6 Include for Assignment of a Credit-Linked Commitment. [BANK OF AMERICA, N.A. as a Credit-Linked Issuing Lender By: Name: Title:]7 [Consented to: SEMGROUP CORPORATION [IF APPLICABLE], as Borrowers’ Agent By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event 7 Include for Assignments of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit-Linked Credit Commitment. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEACCEPTANCE AGREEMENT

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 14 14 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 202____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]15 Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent Agent, Issuing Lender and Swingline Lender By: :_________________________________ Name: Title:] : [Consented to:]16 UBIQUITI NETWORKS, INC. By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _:________________________________ Name: Title:] : 15 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent. 16 To be added only if the consent of the Borrower Agent is required by the terms of the Credit Agreement. May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Facility Assigned17 Aggregate Amount of Commitment/ Loans for all Lenders18 Amount of Commitment/ Loans Assigned19 Percentage Assigned of Commitment/ Loans20 CUSIP Number $ $ % $ $ % $ $ % [NAME OF ASSIGNEE]21 [and is an Affiliate of [identify Lender]22] By: ___:______________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCETitle:

Assigned Interest. Assignor[s]6 Assignee[s]7 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders8 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans 9 $ $ % [$ $ % $ $ % $ $ % 7. [Trade Date: __________________]4 ] 10 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance 5 To be added for each Assignee that is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender. 6 List each Assignor, (b) as appropriate. 7 List each Assignee, as appropriate. 8 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 9 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An D-2 Form of Assignment and Assumption D-3 Form of Assignment and Assumption [*THE][EACH] represents confidential information that has been omitted ASSIGNEE HEREBY REPRESENTS AND WARRANTS THAT (A) IT HAS REQUESTED AND REVIEWED EACH LIST OF PERSONS REFERRED TO IN THE DEFINITION OF “INELIGIBLE ASSIGNEE” (AS DEFINED IN THE CREDIT AGREEMENT) AND (B) UPON REVIEW, IT IS NOT AN INELIGIBLE ASSIGNEE OR AN AFFILIATE OF AN INELIGIBLE ASSIGNEE. The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. ASSIGNOR Assumption are hereby agreed to: ASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR(S)] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEE[S]: [NAME OF ASSIGNEEASSIGNEE(S)] By: _____________________________ Name: Title: Exhibit A An ANNEX 1 TO ASSIGNMENT AND ASSUMPTION D-4 Form of Assignment and Assumption [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]1 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]ROYAL BANK OF CANADA, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]2 MIDWEST HOLDING INC., as Borrower By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 2 To be added only if the consent and acceptance shall be necessary in of the event Borrowers is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitments/Loans of the applicable Class of all Lenders Amount of Commitment Assigned2 the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders2 Term Loans $ $ % [7. Trade Date: __________________[ ]4 3 $ $ % Effective Date: ___________________ , 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant Assignee, if not already a Lender, agrees to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered deliver to the Administrative AgentAgent any tax forms required by Section 4.07(g) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s CommitmentCredit Agreement and to designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information with respect to the Parent or its Subsidiaries or with respect to the securities of any such Person ("Parent Restricted Information")) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, or (c) the Administrative Agent otherwise consentsincluding Federal and State securities laws. 3Set 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment Commitments/Loans of all Term Lenders or Incremental Lenders of any Class, as applicable. 3 In the event Other Term Loans of any Class are established under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. Exhibit A An The terms set forth above are hereby agreed to: [*] represents confidential information that has been omitted Consented to and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] ByAccepted: _____________________________ , as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title:] _____________________________ , as Assignee, Consented to: ARCTIC LNG CARRIERS LTD., by by Name: Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGTitle:] DYNAGAS FINANCE LLC, NEW YORK BANK], as Administrative Agent By: _________________________________ by Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert Title:]4 4 Select as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 I TO AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 $ $ % [7. Trade Date: __________________]4 $ $ % $ $ % Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Liquidity Commitment”, “Energy Hedging Commitment”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Liquidity Commitment/Liquidity Loans of all Liquidity Lenders thereunder and/or as a percentage of the Energy Hedging Commitment/Energy Hedging Loans of all Energy Hedging Lenders thereunder, as applicable. [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]NATIONAL ASSOCIATION, as Administrative Agent [, as Swingline Lender and as a Liquidity Issuing Bank] / [and as an Energy Hedging Issuing Bank] By: _________________________________ Name: Title:] : THE ROYAL BANK OF SCOTLAND PLC, as an Energy Hedging Issuing Bank By: _________________________________ Name: Title:]5 Title:]4 [CREDIT SUISSE AGConsented to: PUGET SOUND ENERGY, NEW YORK BRANCH], as Issuing Lender INC. By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No ]5 4 To be added only if the consent of the Administrative Agent, the Swingline Lender and acceptance shall the Liquidity Issuing Banks and/or Energy Hedging Issuing Banks is required by the terms of the Credit Agreement 5 To be necessary in added only if the event consent of an assignment to a Lender or an Affiliate the Borrower is required by the terms of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Total Commitment Revolving Credit Commitment/Loans for all Lenders9 Amount of Commitment Assigned2 Revolving Credit Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Revolving Credit Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Credit Commitments,” “Extended Revolving Credit Agreements,” etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. [7. Trade Date: __________________]4 11 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]12 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to: [ ] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No ]13 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Total Commitment Commitment/ Loans for all Lenders8 Amount of Commitment Assigned2 Commitment/ Loans Assigned9 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 11 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Affiliated Lender Assignment and Assumption (e.g. “Tranche G Term Loans”). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Term Loans at such time outstanding. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, such excess will be void ab initio. 10 Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]Barclays Bank PLC, as Administrative Agent By: _________________________________ Name: Title:] : By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : [Consented to]:12 PINNACLE FOODS FINANCE LLC By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount Percentage of Total Commitment / Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $___Facility Loans for all Commitment / Commitment / Assignor[s]1 Assignee[s]2 Assigned3 Lenders4 Loans Assigned Loans5 ____________ $____________ $____________ ____________% ____________ $____________ $____________ ____________% ____________ $____________ $____________ ____________% [7. Trade Date: __________________________]4 6 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 5 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as a of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]7 Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Title: [Consented to: MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGTitle:]8 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added if the consent of the Borrower is required pursuant to Section 10.6 of the Credit Agreement (e.g., NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an no Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE).

Assigned Interest. Assignor[s]57 Assignee[s]68 Facility Assigned79 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders810 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loan911 CUSIP Number [] [ ] % [7] [ ] % [] [ ] % [8. Trade Date: __________________]4 ] 1012 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 57 List each Assignor, as appropriate. 68 List each Assignee, as appropriate. 79 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Syndicated Facility Agreement (Second Lien) that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a LenderAssumption (e.g. “Initial Loans, (b) “Incremental Loans,” “Other Loans,” “Extended Loans,” “Replacement Loans,” etc.). 810 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 911 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 1012 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [*REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]1113 Accepted for Recordation in the Register: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] : 1113 To be added only if the consent of the Administrative Agent is required by the terms of the Syndicated Facility Agreement (Second Lien). [Consented to]:1214 DTZ U.S. BORROWER, LLC, as the Borrower Representative By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 1214 To be added only if the consent and acceptance shall be necessary in of the event Borrower Representative is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionSyndicated Facility Agreement (Second Lien). ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 $ $ % [7. Trade Date: __________________]4 $ $ % Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000ASSIGNOR , unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Commitment/Loans of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissionall Lenders. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By Title: Consented to: [CREDIT SUISSE AGRXXXX LXXXXX CORPORATION, NEW YORK as Parent Borrower By Title:]4 [NAME OF ISSUING BANK], as Administrative Agent ByIssuing Bank By Title: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 4 To be added only if the consent and acceptance shall be necessary in of the event Parent Borrower is required by Section 10.04(b)(i)(A) of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT CREDIT AGREEMENT DATED AS OF AUGUST 12, 2019 AMONG RXXXX LAUREN CORPORATION, RL FINANCE B.V., RXXXX LXXXXX EUROPE SÀRL, RXXXX LAUREN ASIA PACIFIC LIMITED, THE LENDERS PARTIES THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND ACCEPTANCE THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Total Commitment / Term Loan for all Lenders7 Amount of Commitment Assigned2 / Term Loan Assigned Percentage Assigned of Commitment3 Commitment /Term Loan8 $________________ $_________ ____________% $________________ $_________ _____________% [7. Trade Date: $________________ $___]4 Effective Date: ______ ____________% [7. Trade Date: [_]]9 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loan of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Acceptance Effective Date: [_____], 20[__ ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]Accepted:]10 BLUE TORCH FINANCE LLC, as Administrative Agent By: _________________________________ NameTitle: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable10 To be added only if consent of the Administrative Agent is required by the terms of the Financing Agreement. No consent Form of Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Acceptance ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Commitment/Loans2 Term Loans $ $ % Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20201__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] THEREFOR.]3 The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE DUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, NEW YORK BANK]STAMFORD BRANCH, as Administrative Agent [and an Issuing Bank]5 By: _________________________________ Name: Title:] : 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) of the Credit Agreement. 5 Reference to Issuing Bank required for an assignment of Revolving Commitments. By: _________________________________ Name: Title:]5 Title: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BRANCH]N.A., as an Issuing Bank By: Name: Title: ]6 [UBS LOAN FINANCE LLC, as Swingline Lender By: _________________________________ Name: Title:] : By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of ]7 6 Reference to Issuing Bank required for an assignment of Revolving Commitments. 7 Reference to a Swingline Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of required for an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionRevolving Commitments. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption DUCOMMUN INCORPORATED CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/ Loans for all Banks Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Agreement are hereby agreed to: __________________ 2The amount ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (be.g. “Revolving Credit Commitment”) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Banks thereunder. 4To 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An NAI-1519170929v11 ASSIGNEE: Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this day of , : AGENT: KEYBANK NATIONAL ASSOCIATION, as Agent By: Name: Title: Accepted and Approved this day of , : [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 5To be added only if the Securities and Exchange Commissionconsent of the Borrower is required by the terms of the Credit Agreement. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE NAI-1519170929v11 Annex I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEAGREEMENT

Assigned Interest. Aggregate Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Facility Commitment”, “Term A Loan Commitment”, “Term B Loan Commitment”, etc.). AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of Total Commitment Amount the Commitment/Loans of Commitment Assigned2 Percentage Assigned of Commitment3 $___all Lenders thereunder. CUSIP Number ____________ $________________ $_________ ____________% ____________ $________________ $_________ ____________% ____________ $________________ $_________ ____________% [7. Trade Date: __________________]4 ] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name[Consented to] To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.: Title:]5 [CREDIT SUISSE AGEVERTEC GROUP, NEW YORK BRANCH], as Issuing Lender LLC By: _________________________________ Name: Title: [Consented to:] To be added only if the consent of other parties (e.g. Swingline Lender or Primary L/C Issuer) is required by the terms of the Credit Agreement. By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION ByTitle: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. 128 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE EVERTEC GROUP, LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Aggregate Amount of Total Commitment Percentage CUSIP 5 If Assignee is an Affiliated Lender, use Exhibit L to the Credit Agreement. 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. Assigned8 Amount of Commitment Assigned2 Percentage Commitment/Loans for all Lenders of Facility subject to Assignment9 Commitment/Loans Assigned of Commitment3 $_______________ $_______________ _____________Facility subject to Assignment Assigned of Commitment/ Loans of Facility subject to Assignment 10 Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 11 Effective Date: ______:____________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 8 Fill in this Assignment and Acceptance the appropriate terminology for the classes of Facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a LenderAssumption (e.g. “Term B Loans”, (b) “Incremental Term Loans” “Incremental Revolving Credit Commitments”, “Refinancing Term Loans”, “Refinancing Revolving Credit Commitments”, “Extended Term Loans”, “Extended Revolving Credit Commitments”, etc.). 9 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]12 Accepted for Recordation in the Register: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to]:13 BIOSCRIP, INC. By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount of Total Commitment Commitment/Loans for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $__Commitment/Loans5 $ $ % $ $ % $ $ % Closing Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE CLOSING DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: ____________________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK]DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Closing Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment / Loans of all Lenders thereunder. By: __________________________________ Title: [Consented to:]6 [CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC) By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG6 So long as no Default or Event of Default has occurred or is continuing, NEW YORK BRANCH]the consent of the Borrower is required under §15.2(a) of the Credit Agreement for any assignment under $5,000,000, as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent unless either (A) the assignment of is for the entire remaining amount of the assigning Lender’s Commitment and acceptance shall be necessary in the event of an Loans at the time owing to it, or (B) the assignment is to a Lender or Lender, an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender lender or an Affiliate of Approved Fund. In addition, unless a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if Default or an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with , the Securities and Exchange Commissionconsent of the Borrower is required if the Assignee is being designated an “Eligible Assignee” pursuant to clause (d) of the definition of Eligible Assignee in the Credit Agreement. ANNEX 1 TO ASSIGNMENT THE FOURTH AMENDED AND ACCEPTANCE RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 3, 2010, AMONG CONTAINER LEASING INTERNATIONAL, LLC (D/B/A CARLISLE LEASING INTERNATIONAL, LLC and/or SEACASTLE CONTAINER LEASING, LLC and/or SEACUBE CONTAINERS, LLC), THE LENDERS PARTIES THERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT, AND THE OTHER AGENTS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders** Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ______________, 20___ Name[TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: Exhibit A An ASSIGNEE [*NAME OF ASSIGNEE] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. By: Title: [Consented to and Acceptedand]5Accepted: JPMORGAN CHASE BANK, N.A. as Agent By: Title: [CREDIT SUISSE AGConsented to]6: [CADENCE DESIGN SYSTEMS, NEW YORK BANK]INC., as Administrative Agent a Delaware corporation] By: Title: _________________________________ Name: Title:] By: _____________________________________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable5 To be added only if the consent of the Administrative Agent is required by the terms of the Loan Agreement. No 6To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionLoan Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 Commitment/Loans3 Tranche A Commitment [$_______________ ] [$__] % Tranche B Commitment [$] [$] % Revolving Commitment [$] [$] % 1 Select as applicable. 2 Revolving Credit (includes participations in Letters of Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] 4 Accepted: [CREDIT SUISSE AGJPMORGAN CHASE BANK, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ and as Issuing Lender By Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BRANCH]NATIONAL ASSOCIATION, as Issuing Lender By: _________________________________ By Name: Title:] By: _________________________________ ROYAL BANK OF CANADA, as Issuing Lender By Name: Title:]6 Title: [LINCOLN NATIONAL Consented to:] 5 KIMCO REALTY CORPORATION By: _________________________________ By Name: Title:]7 ___________________________ 5Insert as applicable. No Title: 4 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________% See Schedules attached hereto [7. Trade Date: __________________]4 13 13 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE ASSIGNEES See Schedules attached hereto [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]14 Accepted: [CREDIT SUISSE AGXXXXX FARGO BANK, NEW YORK BANK]N.A., as Administrative Agent ByBy Title: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH]Consented to:]15 TEKELEC, as Issuing Lender ByBorrower Agent By Title: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall 14 To be necessary required only if the Revolving Credit commitment then in the event of an effect is less than $5,000,000, or if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender. 6Insert May also use a Master Consent. 15 To be required only so long as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an no Event of Default has occurred and is continuing, and such assignment is not to a Lender, an Affiliate of a Lender or an Approved Fund. Exhibit A An May also use a Master Consent. SCHEDULE 1 To Assignment and Assumption By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Aggregate Amount of Amount of Percentage Commitment/ Commitment/ Assigned of Loans for all Loans Commitment/ Facility Assigned Lenders16 Assigned17 Loans18 CUSIP Number Revolving Credit Facility $ $ % Swingline Facility $ $ % [*NAME OF ASSIGNEE]19 [and is an Affiliate/Approved Fund of [identify Lender]20] represents confidential information that has been omitted By: Title: 16 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEEffective Date.

Assigned Interest. Facility Assigned22Fill 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.) Aggregate Amount of Total Commitment Commitment/Loansfor all Lenders Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned AssignedofCommitment/Loans33Set forth, to at least 9 decimals, as a percentage of Commitment3 $_______________ $_______________ _____________the applicable Commitment/Loans of all Lenders thereunder. $ $ % [7. Trade Date: __________________]4 $ $ % $ $ % Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] ByASSIGNOR]By: _____________________________ Name: Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] ByASSIGNEE]By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as and]44To be added only if the consent of the Administrative Agent Byis required by the terms of the Credit Agreement. Accepted:JPMORGAN CHASE BANK, N.A., asAdministrative AgentBy: _________________________________ NameTitle: Title:] By[Consented to:]55To be added only if the consent of the Borrower and/or other parties (e.g., Issuing Banks) is required by the terms of the Credit Agreement.[NAME OF RELEVANT PARTY]By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEFOR

Assigned Interest. Aggregate Amount of Total Commitment for all Lenders* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 Commitment/Loans10 CUSIP Number $_______________ $_______________ _______________% $_______________ $_______________ _______________% $_______________ $_______________ _______________% [7. Trade Date: _____________________]4 11 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to this Assignment and Acceptance (determined and] Accepted: [NAME OF ADMINISTRATIVE AGENT], as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set By: Title: 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR Consented to:] [NAME OF ASSIGNOR] L/C ISSUER], as L/C Issuer By: _____________________________ Name: Title: ASSIGNEE [Consented to:] [NAME OF ASSIGNEE] SWING LINE LENDER], as Swing Line Lender By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION XXXXX CORPORATION SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. [1] Select as applicable. Facility Assigned Aggregate Amount of Total Commitment Revolving Commitment/Loans for all Lenders Amount of Commitment Assigned2 Revolving Commitment/Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Revolving Commitment/Loans[2] Revolving Commitment $ $ % Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the 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 Acceptance Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _____________ [2] Select as applicable. [Consented to and][3] Accepted: JPMORGAN CHASE BANK, N.A., as [Administrative Agent, Issuing Bank and Swingline Lender] By: Title: [Consented to:][4] [NAME OF RELEVANT PARTY] By: Title: __________________ 2The amount [3] To be added only if the consent of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Issuing Bank and/or Swingline Lender, (b) the Commitment assigned as applicable, is required by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount terms of the Assignor’s Commitment, or (c) Credit Agreement. [4] To be added only if the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage consent of the Total Commitment under Borrowers and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the Reimbursement terms of the Credit Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An XXXXX 0 XXXXXXXXXX XXX XXXXXXXXXX [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned14 Aggregate Amount of Total Commitment Loans for all Lenders Amount of Commitment Assigned2 Loans Assigned Percentage Assigned of Commitment3 $_______________ $__Loans15 CUSIP Number $ $ % $ $ % Effective Date: _____________ _____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount 14 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender Assumption (e.g. “Initial Term B-1 Commitment”, “Additional Term B-1 Commitment”, “Initial Term B-2 Commitment”, “Additional Term B-2 Commitment” or an Affiliate of a Lender, (b“Initial Term B-3 Commitment”.) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set 15 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Commitment/Loans of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissionall Lenders thereunder. ASSIGNOR [NAME OF ASSIGNOR] By: :______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :______________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]16 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JEFFERIES FINANCE LLC, as Administrative Agent By: :_________________________________ Name: Title:] : [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: _:________________________________ Name: Title:]5 [CREDIT SUISSE AGTitle:]17 17 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. Annex I The BrandCo Credit Agreement, NEW YORK BRANCH]dated as of May 7, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicablethe administrative agent and each collateral agent for the Lenders. No consent and acceptance shall be necessary Capitalized terms used but not defined herein have the meanings given to them in the event of an assignment to a Lender or an Affiliate of a LenderCredit Agreement. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders3 Amount of Commitment Assigned2 Commitment/Loans Assigned4 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/Loans5 $ $ % $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 6 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Acceptance are hereby agreed to: __________________ 2The Assumption (e.g. “Term B Loans”, “Incremental Term Loans” , “Extended Term Loans”, “Refinancing Term Loans”, “Revolving Commitments”, “Incremental Revolving Commitments”, “Extended Revolving Commitments”, “Refinancing Revolving Commitments”, etc.). 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date 4 Except in the cases of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment assigned by or Loans of any class, the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) amount shall not be less than $25,000,000, unless 5,000,000 (a) in the Assignee under this Assignment and Acceptance is a Lender or an Affiliate case of a LenderRevolving Credit Loan) or, $1,000,000 (b) in the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount case of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsa Term Loan). 3Set 5 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 6 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] ByEffective Date: _____________ ______________, 20___ Name[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]7 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE CPI INTERNATIONAL, INC. By: Name: Title:]8 7 This date may not be fewer than 5 Business Days after the date of assignment unless the Administrative Agent otherwise agrees. 8 To be completed to the extent the Borrower’s consent is required under Section 10.04(b) of the Credit Agreement. UBS AG, NEW YORK BANK]STAMFORD BRANCH, as Administrative Agent Agent, [Swingline Lender]9 [and Issuing Bank]10 By: _________________________________ Name: Title:] : By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of 9 Reference to Swingline Lender required for an assignment of Revolving Commitments. 10 Reference to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of Issuing Bank required for an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionRevolving Commitments. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE to Assignment and Assumption CPI INTERNATIONAL, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Amount of Total Commitment Amount of Percentage Facility Commitment Assigned2 Percentage Commitment Assigned of Commitment3 $_______________ $_______________ _____________CUSIP Assignor[s]6 Assignee[s]7 Assigned 8 for all Lenders9 Assigned Commitment 10 Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 ] 11 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption Effective Date: __________________, 20__ [TO 20___[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] 12 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:] 13 VIRGINIA HOLDCO, INC. By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]4 Assignee[s]5 Aggregate Commitment/Loans of all Lenders Amount of Total Commitment Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $____Commitment/ Loans6 CUSIP Number $ $ ___________ $____% $ $ ___________ % $ $ ______________ % [7. Trade Date: __________________]4 7 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined 4 List each Assignor, as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000appropriate. 5 List each Assignee, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsas appropriate. 3Set 6 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 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. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]1 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:]2 AFFILIATED MANAGER GROUP, INC. By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 2 To be added only if the consent and acceptance shall be necessary in of the event of an assignment to a Borrower and/or other parties (e.g. Swingline Lender or an Affiliate L/C Issuer) is required by the terms of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION AFFILIATED MANAGERS GROUP, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Total Commitment Revolving Commitment/Loans for all Lenders Amount of Commitment Assigned2 Revolving Commitment/Loans Assigned Percentage Assigned of Commitment3 $Revolving Commitment/Loans2 Revolving Committed Amount $ ________________ $$ ________________ ______________ % [7. Trade Date: $ __________________]4 Effective Date: _ $ ________________ ___, 20___________ % $ ________________ $ ________________ ______________ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementRevolving Commitment/Loans of all Lenders thereunder. 4To 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. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME Consented to and]4 Accepted: BANK OF ASSIGNOR] AMERICA, N.A., as Agent By: _____________________________ Name: Title: ASSIGNEE [NAME Consented to:]5 BANK OF ASSIGNEE] AMERICA, N.A., as Swing Line Lender By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedto:]6 BANK OF AMERICA, N.A., as L/C Issuer By: Title: XXXXX FARGO, NATIONAL ASSOCIATION, as L/C Issuer By: Title: [CREDIT SUISSE AG, NEW YORK BANK[ ], as Administrative Agent L/C Issuer By: _________________________________ Name: Title:] U.S. BANK, NATIONAL ASSOCIATION, as L/C Issuer By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH[ ], as Issuing Lender L/C Issuer By: _________________________________ Name: Title:] 4 To be added only if the consent of the Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. 6 To be added only if the consent of the L/C Issuers is required by the terms of the Credit Agreement. [Consented to:]7 NORDSTROM, INC. By: _________________________________ NameTitle: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 7 To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s] Assignee[s] Aggregate Amount of Total Commitment for all Lenders Amount of Commitment Assigned2 Assigned Percentage Assigned of Commitment3 Commitment CUSIP Number $_______________ $__________ ________% $__________ $__________ $__________ $__________ ________% [7. Trade Date: __________________]4 ] Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: ___________________ 2The amount of 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 9To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities Assumption 92155415 The terms set forth in this Assignment and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: C-3 Form of Assignment and Assumption 92155415 Consented to and Accepted: BANK OF AMERICA, N.A. as Swing Line Lender [and an L/C Issuer]10 By: _________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] Consented to and Accepted:]11 CITIBANK N.A. as an L/C Issuer By: _________________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]12 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender Consented to:]13 INVESCO FINANCE PLC By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert 10 To be added only if the consent of Bank of America as applicablean L/C Issuer is required by the terms of the Credit Agreement. No 11 To be added only if the consent and acceptance shall of Citibank as an L/C Issuer is required by the terms of the Credit Agreement. 12 To be necessary in added only if the event consent of an assignment to a Lender or an Affiliate the Administrative Agent is required by the terms of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Amount 5 Select as applicable. FacilityAssigned6 Aggregateamount ofoutstandingLoans beingassigned hereinby Assignor* Aggregateamount ofOutstandingLoans held by allLenders Percentage ofoutstandingLoans of Total Commitment Amount allLenders beingassigned hereinto Assignee7 Percentage ofoutstandingLoans of Commitment Assigned2 Percentage Assigned of Commitment3 $_______________ $_______________ _____________allLenders retainedby Assignor7 $ $ % % [7. Trade Date: ____________________________]4 8 Effective Date: ________________ ___, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate‑level information (which may contain material non‑public information about the Borrowers and the Related Parties or its 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 Assumption are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: __________________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and] 9 Accepted: [CREDIT SUISSE AG__________________________ BANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title:] [Consented to:]10 6 Revolving Loan, L/C/ Obligations or Swing Line Loan 7Set forth, to at least 9 decimals, as a percentage of the outstanding Loans of all Lenders. 8To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 9To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. *Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. GLOBAL PAYMENTS INC. By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AGConsented to:]11 BANK OF AMERICA, NEW YORK BRANCH]N.A., as Issuing Swing Line Lender By: _________________________________ NameTitle: Title:] [Consented to:]12 BANK OF AMERICA, N.A., as L/C Issuer By: _________________________________ NameTitle: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 28, 2014, AMONG GLOBAL PAYMENTS INC., CERTAIN OTHER BORROWERS FROM TIME TO ASSIGNMENT TIME PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND ACCEPTANCE THE LENDERS PARTIES THERETO STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Assignor[s] 5 Assignee[s]6 FacilityAssigned AggregateAmount ofCommitment/Loans for all Lenders7 Amount of Total Commitment Amount of Commitment Assigned2 Percentage Commitment/Loans Assigned of Commitment3 $_______________ $_______________ _________PercentageAssignedof Commitment/Loans8 Revolving $ $ ____% [7. Trade Date: __________________]4 , 20__.9 Effective Date: ____________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFORADMINISTRATIVE AGENT.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 Insert if satisfaction of minimum amounts is to be determined as of the Trade Date. Cleco Power LLC Assignment and Assumption 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]10 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to:]11 [NAME OF RELEVANT PARTY] By: Title: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 10 To be added only if the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as consent of the Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicableBank or Swingline Lender) is required by the terms of the Credit Agreement. No consent Cleco Power LLC Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Assumption ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE1

Assigned Interest. Percentage Assigned Of Aggregate Amount of Total Commitment All Amount of Commitment Assigned2 Percentage Commitment/ Outstanding Commitment/Loans Loans CUSIP Commitments/ Assignor[s]5 Assignee[s]6 for all Lenders7 Assigned of Commitment3 Number Loans $_______________ $_______________ _____________% [7. Trade Date: __________________]4 8 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]9 Accepted: [CREDIT SUISSE AGMIZUHO BANK, NEW YORK BANK]LTD., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name[Consented to: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH]TECH DATA CORPORATION, as Issuing Lender Borrower By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable]10 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 10 To be added only if the consent and acceptance shall be necessary in of the event Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]13 Assignee[s]14 Aggregate Commitments15 Amount of Total Commitment Amount of Commitment Assigned2 Commitment/ LC Exposure/ Loans Assigned Percentage Assigned of Commitment3 Commitment/ LC Exposure/ Loans16 CUSIP Number $_______________ $____________ __________% $____________ $____________ __________% $____________ $____________ __________% [7. Trade Date: __________________]4 17 Effective Date: _________, 201[_________, 20__ ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW ____________________________ 2The amount of 13 List each Assignor, as appropriate. 14 List each Assignee, as appropriate. 15 Amounts in this column and in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 16 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 17 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNORASSIGNOR[S] By: Title: ASSIGNEE[S] [NAME OF ASSIGNEE[S] By: Title: [Consented to and]18 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and/or Issuing Bank By: Title: _____________________________ 18 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. [Consented to:]19 Borrowers FELCOR AUSTIN DOWNTOWN HOTEL, L.L.C. XXXXXX XXXXXX PLAZA OWNER, L.L.C. FELCOR/LAX HOTELS, L.L.C. CHARLESTON XXXXX HOUSE HOTEL, L.L.C. FELCOR SANTA XXXXXX OWNER, L.L.C. FELCOR UNION SQUARE HOTEL, L.L.C. FELCOR ST. XXXX OWNER, L.L.C. FELCOR AUSTIN DOWNTOWN LESSEE, L.L.C. XXXXXX XXXXXX PLAZA LEASING, L.L.C. FELCOR LAX LESSEE, L.L.C. CHARLESTON XXXXX HOUSE LESSEE, L.L.C. FELCOR SANTA XXXXXX LESSEE, L.L.C. FELCOR UNION SQUARE LESSEE, L.L.C. FELCOR ST. XXXX LEASING (SPE), L.L.C. In each case by: By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 19 To be added only if the consent and acceptance shall be necessary in of the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionBorrowers are required under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders9 Amount of Commitment Assigned2 Commitment/ Loans Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Commitment/Term Loans $ $ % $ $ % [7. Trade Date: __________________]4 11 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. “Revolving Commitment”, “Term Commitment”, etc.). 9 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]12 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]13 By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 12 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Assignor[s]5 Assignee[s]6 Aggregate Amount of Total Commitment for all Lenders7 Amount of Commitment Assigned2 Commitment/ Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Commitment8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]4 ] 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Acceptance are hereby agreed to: __________________ 2The amount of in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 8 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreementof all Lenders thereunder. 4To 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted Form of Assignment and filed separately with the Securities Assumption The terms set forth in this Assignment and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]10 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:]11 INGLES MARKETS, INCORPORATED By: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicableL/C Issuer) is required by the terms of the Credit Agreement. No consent Form of Assignment and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Assumption ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Aggregate Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of Total Commitment Amount the Commitment/Loans of Commitment Assigned2 Percentage Assigned of Commitment3 $___all Lenders thereunder. CUSIP Number ____________ $________________ $_________ ____________% _% [7. Trade Date: ___________ $________________ $___]4 Effective Date: ______ ____________% ____________ $________________ $_________ ____________% Effective Date: __________, ____, 20__ ___. [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. 136 ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate Amount of Total Commitment Amount of Commitment Assigned2 Percentage Assigned of Commitment3 Commitment/Loans for all Lenders:3 $__________________ Amount of Commitment/Loans Assigned:2 $__________________ Percentage Assigned of Commitment/Loans:3 __________________% [7. Trade Date: ___________________ ]4 2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]5 Accepted: [CREDIT SUISSE AGCITIBANK, NEW YORK BANK]N.A., as Administrative Agent ByBy Title: _________________________________ Name[Consented to:]6 [7-ELEVEN, INC.] [Name of Issuing Bank, as an Issuing Bank] By By Title: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AGCITIBANK, NEW YORK BRANCH]N.A., as an Issuing Lender By: _________________________________ NameBank] [Name of Issuing Bank, as an Issuing Bank] By By Title: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. No 6 To be added only if the consent and acceptance shall be necessary in of the event Company and/or Issuing Banks is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE A to Assignment and Acceptance STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned2 Aggregate Amount of Total Commitment Commitment/Loans for all Banks* Amount of Commitment Assigned2 Commitment/Loans Assigned* Percentage Assigned of Commitment3 $Commitment/Loans3 CUSIP Number _______________ $_______________ $______________ ____________% _______________ $_______________ $______________ ____________% _______________ $_______________ $______________ ____________% [7. Trade Date: __________________]4 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: __________________ 2The amount ASSIGNOR [NAME OF ASSIGNOR] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Commitment Credit Agreement that are being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender(e.g. “Revolving Credit Commitment”, (b) the Commitment assigned “Delayed Draw Term Commitment”, etc.). * Amount to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Banks thereunder. 4To 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ NameTitle: Title[Consented to:] [BOSTON PROPERTIES LIMITED PARTNERSHIP By: _________________________________ Boston Properties, Inc., its sole general partner By: (SEAL) Name: Title:]5 [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BRANCH]N.A., as Issuing Lender a Fronting Bank By: _________________________________ NameTitle: Title:] JPMORGAN CHASE BANK, N.A., as a Fronting Bank By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall 5 To be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary added only if an no Event of Default has occurred and exists. 6 To be added if there is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commissionan assignment of a Revolving Credit Commitment. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. Assignor Assignee Facility Assigned5 Aggregate Amount of Total Commitment Commitment/Loans for all Lenders6 Amount of Commitment Assigned2 Commitment/Loans Assigned Percentage Assigned of Commitment3 $_____Commitment/ Loans7 CUSIP Number __________ $______________ $_________ ___________% __________ $______________ $_________ ___________% __________ $______________ $_________ ___________% [7. Trade Date: __________________]4 8 Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 1 Fill in this Assignment and Acceptance the appropriate terminology for the types of facilities under the Credit Agreement that are hereby agreed to: __________________ 2The amount of the Commitment being assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment (e.g. "Revolving Commitment", "Term Loan Commitment", etc.). 2 Amounts in this column and Acceptance is a Lender or an Affiliate of a Lender, (b) in the Commitment assigned column immediately to the right to be adjusted by the Assignor pursuant counterparties to this Assignment take into account any payments or prepayments made between the Trade Date and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsEffective Date. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders tereunder. 4To 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]1 Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : [Consented to:]2 AEGION CORPORATION, a Delaware corporation By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 1 To be added only if the consent and acceptance shall be necessary in of the event Administrative Agent is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCECredit Agreement.

Assigned Interest. Aggregate Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of Total Commitment Amount the Commitment/Loans of Commitment Assigned2 Percentage Assigned of Commitment3 $___all Lenders thereunder. CUSIP Number ____________ $________________ $_________ ____________% _% [7. Trade Date: ___________ $________________ $___]4 Effective Date: ______ ____________% ____________ $________________ $_________ ____________% Effective Date: __________, ____, 20__ ___. [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Aggregate 1 Select as applicable. Amount of Total Commitment Amount of Commitment Assigned2 Percentage Amount of Amount of Commitment/Loans of Commitment/Loans of Commitment/Loans of Commitment/Loans of Assignor prior to Assignee prior to Amount of Assignor after Assignee after [Effective] [Trade] [Effective] [Trade] Commitment/Loans [Effective] [Trade] [Effective] [Trade] Date Date Assigned of Commitment3 $_______________ $_______________ _____________% Date Date ------------------- ------------------- ---------------- -------------------- -------------------- $ $ $ $ $ [7. Trade DateTRADE DATE: ____________________]4 2 Effective Date: :____________________________, 20__ [TO 20_____[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:__________________ 2The amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consents. 3Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: :____________________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and and]3 Accepted: [CREDIT SUISSE AG, NEW YORK BANK]ABN AMRO BANK N.V., as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ NameTitle: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], -------------------------- 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in of the event of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCETrade Date.

Assigned Interest. Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Total Commitment Loans for all Lenders of Facility subject to Assignment8 Amount of Commitment Assigned2 Loans Assigned of Facility subject to Assignment9 Percentage Assigned of Commitment3 $_______________ $_______________ _____________Loans of Facility subject to Assignment10 CUSIP Number $ $ % $ $ % $ $ % [78. Trade Date: __________________]4 11 Effective Date: ____________, 20 ______, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the classes of Facilities under the Credit Agreement that are being assigned under this Assignment and Acceptance are hereby agreed to: __________________ 2The Assumption (e.g. “Term B Loans”, “Incremental Term Loans”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate principal amount of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance Term Loans (determined as of the date this Assignment and Acceptance is delivered to of consummation of any transaction under Section 10.07(k) of the Administrative AgentCredit Agreement) held by Affiliated Lenders shall not be less than $25,000,000, unless (a) exceed 25% of the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining aggregate principal amount of all Term Loans outstanding at the Assignor’s Commitmenttime of such assignment. To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders (at the time of such assignment) exceeding the Affiliated Lender Cap, or (c) the Administrative Agent otherwise consentssuch excess will be void ab initio. 3Set 10 Set forth, to at least 9 decimals, as a percentage of the Total Commitment under the Reimbursement AgreementCommitment/Loans of all Lenders thereunder. 4To 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Exhibit A An [*] represents confidential information that has been omitted The terms set forth in this Assignment and filed separately with the Securities and Exchange Commission. Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Consented to and Acceptedand]12 Accepted for Recordation in the Register: [CREDIT SUISSE AGBANK OF AMERICA, NEW YORK BANK]N.A., as Administrative Agent By: _________________________________ Name: Title:] : 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to]:13 BIOSCRIP, INC. By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No 13 To be added only if the consent and acceptance shall be necessary in of the event Administrative Borrower is required by the terms of an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange CommissionCredit Agreement. ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE ASSUMPTION STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCEASSUMPTION

Assigned Interest. 2 Facility Assigned Aggregate Amount of Total Commitment Commitments/Loans of the applicable Class of all Lenders Amount of Commitment Assigned2 the Commitments/Loans of the applicable Class Assigned Percentage Assigned of Commitment3 $_______________ $_______________ _____________Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders3 Term Loans $ $ % [7. Trade Date: __________________[ ]4 $ $ % Effective Date: __________________, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms Assignee, if not already a Lender, agrees to deliver to the Administrative Agent any tax forms required by Section 4.07(g) of the Credit Agreement and to designate one or more credit contacts to whom all syndicate-level information (which may contain Parent Restricted Information) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and State securities laws. 2 Must comply with the minimum assignment amounts set forth in this Assignment and Acceptance are hereby agreed to: __________________ 2The amount Section 10.04(b)(ii)(A) of the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance (determined as of the date this Assignment and Acceptance is delivered Credit Agreement, to the Administrative Agent) shall not be less than $25,000,000, unless (a) the Assignee under this Assignment and Acceptance is a Lender or an Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to this Assignment and Acceptance is the entire remaining amount of the Assignor’s Commitment, or (c) the Administrative Agent otherwise consentsextent such minimum assignment amounts are applicable. 3Set 3 Set forth, to at least 9 decimals, as a percentage of the Total Commitment Commitments/Loans of all Term Lenders or Incremental Lenders of any Class, as applicable. 4 In the event Other Term Loans of any Class are established under the Reimbursement Agreement. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Section 2.12 of the Trade DateCredit Agreement, refer to the Class of such Loans assigned. Exhibit A An The terms set forth above are hereby agreed to: [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ASSIGNOR [NAME OF ASSIGNOR] ByConsented to and5 Accepted: _____________________________ , as Assignor, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, by by Name: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title:] _____________________________ , as Assignee, by Name: Title: Exhibit A An [*] represents confidential information that has been omitted and filed separately with 5 No consent of the Securities and Exchange Commission. Consented to and Accepted: [CREDIT SUISSE AG, NEW YORK BANK], as Administrative Agent By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]5 [CREDIT SUISSE AG, NEW YORK BRANCH], as Issuing Lender By: _________________________________ Name: Title:] By: _________________________________ Name: Title:]6 [LINCOLN NATIONAL CORPORATION By: _________________________________ Name: Title:]7 ___________________________ 5Insert as applicable. No consent and acceptance shall be necessary in the event of is required for an assignment to a Lender or an Affiliate of a Lender. 6Insert as applicable. No consent and acceptance shall be necessary in the event of an assignment to a Lender or an Affiliate of a Lender. 7Insert as applicable. No consent and acceptance shall be necessary if an Event of Default has occurred and is continuing. Exhibit A An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. ANNEX 1 TO [FORM OF] ASSIGNMENT AND ACCEPTANCE ASSUMPTION AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCEASSUMPTION