Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Commitments/ Syndicated Loans for all Lenders3 Commitment/ Syndicated Loans $ $ % Tranche B Revolving Loans Competitive Loans4 N/A $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentN/Loans of all Lenders thereunder. A 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.]3 THEREFOR.] 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: [NAME OF ASSIGNOR] Byby Name: Title: [NAME OF ASSIGNEE] Byby Name: Title: [Consented to and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent by _________________________________ Name: Title: Consented to and Accepted: BANKRATE, INC.4 By: to:6 [NAME OF 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 completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Consented to:7 [NAME OF SWINGLINE LENDER] by _________________________________ Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Consented to:8 [BEST BUY CO., INC.] by _________________________________ Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Include a signature block for each Issuing Bank (Lender. 7 Include a signature block for each Swingline Lender. 8 To be added only if any) the consent of the Borrower is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class of Commitments/Loans2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans3 CUSIP Number Backstop Tranche A Revolving Loans Commitment/Loan $ $ % Purchase Tranche B Revolving Loans Commitment/Loan $ $ % $ $ % Effective Date: , 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 For each assignment of Purchase Tranche Loans or Backstop Tranche Loans, as applicable, a ratable interest of the other Class of Loans (if any) shall also be assigned. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATEXXXXXX XXXXXXX SENIOR FUNDING, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agreesINC. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: NameTitle: [BORROWER(S)] By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:

Assigned Interest. Facility Assigned Aggregate Amount of Amount of Percentage Assigned Assigned \2 Commitment/Loans for all Lenders Amount of Commitment/Loans of Commitment/ all Lenders Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans \3 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ----------------------- \2 Fill in the appropriate terminology for the Types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Eurodollar" or "ABR") \3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By: ------------------------------------ Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: ------------------------------------ Title: By: Name: Title: [ ]XXXXX 0 XXXXXX XXXXXXXXX dated as of August 19, 2005 among NELNET, INC., the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK,6 N.A., as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.Syndication Agent STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ $ % Tranche B Revolving Loans $ $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to:]4 COACH, INC. _________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. ­­­­­­­­­­­­­­­­­­­­­­­­ Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: :______________________________ Title: [NAME OF ASSIGNEE] By: :______________________________ Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: _________________________________ Title: [Consented to:]2 ADVANCE STORES COMPANY, INCORPORATED By: Name: ________________________________ Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 2 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % $ $ % 2 The amount of Commitment/Loans assigned shall not be less than $5,000,000 without the Borrower’s (provided no Default has occurred and is continuing) and the Administrative Agent’s prior consent unless such assignee is acquiring all of the assigning Lender’s Commitment/Loans. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: BANKRATE[NAME OF ADMINISTRATIVE AGENT], INC.4 By: Name: as Administrative Agent By Title: 3 This date may not [Consented to:]5 DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation By Title: 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsLoan Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEXXXXX FARGO BANK, INC.4 NATIONAL ASSOCIATION, as Administrative Agent[, Swingline Lender and an Issuing Bank] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent [Consented to:]4 LKQ CORPORATION By: Name: Title: By[With a copy to: NameLKQ Corporation 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: TitleXxxxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer Facsimile: [ ],6 (000) 000-0000 Telephone: (000) 000-0000)]5 [BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: By: Name: Title: Title:]6 4 To be added only if the consent of the Company is required by the terms of the Credit Agreement. 5 To be completed to added only if the extent consent of the Company is not required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned 17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans 18 $ $ % Tranche B Revolving Loans $ $ % 2 Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 17 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.). 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]19 Accepted: BANKRATE, INC.4 [NAME OF BORROWER] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA[NAME OF ADMINISTRATIVE AGENT], 5 as 20as Administrative Agent By: NameTitle: [Consented to:] [NAME OF RELEVANT PARTY] By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 19 To be completed to added only if the extent consent of the Borrower and/or other parties is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (20 To be added only if any) the consent of the Administrative Agent is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g., “Acquisition Loan Commitment”, “Revolving Loan Commitment”, etc.) 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. A-2 A-Exhibits – Cleco CorporationCorporate Holdings LLC Credit Agreement Title: [Consented to and Accepted: Mizuho Bank, Ltd., as Administrative Agent Agent [and as an Issuing Bank] By: Name: Title: [ ],6 , as an Issuing Bank By: Name: Title: [ ], as Swingline Lender By: Name: Title: ]4 [Consented to: CLECO CORPORATIONCORPORATE HOLDINGS LLC, as Borrower By: Name: Title: ]5 4 To be completed to added only if the extent consent of the Administrative Agent, the Issuing Banks and/or the Swingline LenderIssuing Banks is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ 10,000,000 $ % Tranche B Revolving Loans $ $ % 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: ______________________________ Name: Title: [NAME OF ASSIGNEE] By: ______________________________ Name: Title: Consented to and Accepted: BANKRATECREDIT SUISSE AG, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USACAYMAN ISLANDS BRANCH, 5 as Administrative Agent By: Name: _________________________________ Name Title: By: Name: _________________________________ Name Title: [ ],6 as Issuing Bank [ROTECH HEALTHCARE INC.]1 By: Name: _________________________________ Name Title: By: Name: Title: 5 To be completed 1 Pursuant to Section 9.04(b) of the extent Credit Agreement, Borrower consent is required under Section 10.04(b). 6 Reference for assignments of Commitments and Loans; provided that such consent of the Borrower shall (a) not be required (i) if such assignment is made to Issuing Bank another Lender or an Affiliate of a Lender or a Related Fund or (if anyii) required for after the occurrence and during the continuance of an assignment Event of Tranche A Revolving CommitmentsDefault and (b) be deemed given unless the Borrower shall have objected to such arrangement by written notice to the Administrative Agent within five Business Days after having received notice thereof.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATE[NAME OF ADMINISTRATIVE AGENT], INC.4 By: Name: as Administrative Agent By Title: 3 This date may not [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Facility Amount of Notes Assigned Date of Issuance of Notes Assigned Aggregate Amount of Commitment/Loans Notes for all Lenders Amount of Commitment/Loans Assigned Holders Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Notes $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: :________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: :________________________________ Title: Consented to and Accepted: BANKRATEU.S. BANK NATIONAL ASSOCIATION, INC.4 as Agent By: ________________________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees[Consented to:]4 BELLATRIX EXPLORATION LTD. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: ________________________________ Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of the Issuer is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Note Purchase Agreement.

Assigned Interest. Facility RevolvingCommitment Assigned Aggregate Maximum Credit Amount of Commitment/Loans for all Lenders Maximum Credit Amount of Commitment/Loans Assigned Percentage Share Assigned of Revolving Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: ______________________________ Title: [NAME OF ASSIGNEE] By :______________________________ Title: 22 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder 004255 000290 19837419.2 Exhibit E - 2 [Consented to and3 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ Title: By _________________________________ Title: [Consented to:4 BLACK STONE MINERALS COMPANY, L.P. By: Title: Consented to and Accepted: BANKRATEBSMC GP, INC.4 L.L.C. By: Black Stone Minerals, L.P. By: Black Stone Minerals GP, L.L.C. By _________________________________ Name: Title: 3 This date may not :] 33 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 is required by the terms of the Credit Agreement 44 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Issuing Bank) is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.Credit Agreement 004255 000290 19837419.2 Exhibit E - 3 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Assigned48 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans59 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: ______________, 20 20_--_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. __________________ 48 Fill in either “Revolving Commitment” or “Revolving Loans”. 59 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By: Title: [NAME OF ASSIGNEE] ASSIGNEE By: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: _________________________________ Title: Consented to:610 COMCAST CORPORATION, as Borrower By: Name: ________________________________ Title: Consented to:711 [ ],6 , as Issuing Bank Lender By: Name: ________________________________ Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.__________________

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after Fill in the date appropriate terminology for the types of assignment unless facilities under the Administrative Agent otherwise agreesCredit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). 4 To be completed Set forth, to at least 8 decimals, as a percentage of the extent consent is required under Section 10.04(b) Commitment/Loans of all Lenders thereunder. Consented to5 and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAAccepted: JPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as and an Issuing Bank By: Name: Title: BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: [CONSENTED TO: INSERT SIGNATURE BLOCKS FOR ANY ADDITIONAL ISSUING BANKS] [Consented to:]7 SOUTHWESTERN ENERGY COMPANY By: Name: Title: 5 To be completed to No Consent from the extent consent Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitmentsall or any portion of a Term Loan to an assignee that is a Lender, an Affiliate of a Lender or an Approved Fund.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Incremental Loan Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: BNP PARIBAS, 5 as Administrative Agent By: [and Swingline Lender]5 By Name: Title: By: [Consented to:]6 [ISSUING LENDERS] [Complete as appropriate] [Consented to:]7 XXXXXX XXXXXXX LLC By Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5 To be completed to added in the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an case of any assignment of Tranche A Revolving Credit Commitments.

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 [7. Trade Date: ______________]5 effective date: _____________ ___, 20___ [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: [NAME OF ASSIGNOR] By:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ Title: [Consented to and]6 Accepted: BANK OF AMERICA, N.A. as Agent By_________________________________ Title: [Consented to:]7 [BANK OF AMERICA, N.A., as [U.S. Issuing Lender] [U.S. Swingline Lender]] By________________________________ Title: AIRGAS, INC. By:____________________________ Title: ______________________________ 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “U.S. 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. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsTrade Date.

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

Assigned Interest. Facility Assigned List below the Loans to be assigned by Assignor to Borrower, which shall be subject to the terms, conditions and procedures set forth in Section 10.6(i) of the Credit Agreement. Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder% 8. Borrower Assignment Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE BORROWER ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. To be completed by Assignor. 2 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 9. Notice and Wire Instructions: Notices: Notices: Attention: Attention: Telecopier: Telecopier: with a copy to: with a copy to: Attention: Attention: Telecopier: Telecopier: Wire Instructions: Wire Instructions: The Assignor acknowledges and agrees that its offer to assign Loans pursuant to Section 10.6(i) of the Credit Agreement constitutes the Assignor’s acceptance of the terms, conditions and procedures contained in Section 10.6(i) of the Credit Agreement, the other provisions of the Credit Agreement, the other Credit Documents and this Assignment. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 ASSIGNOR By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USABORROWER By: Och-Ziff Holding Corporation, 5 as Administrative Agent its general partner By: Name: Title: Accepted: XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative Agent. By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.Authorized Signatory

Assigned Interest. Assignor Assignee Facility Assigned Assigned4 Aggregate Amount of Commitment/Commitment / Loans for all Lenders Amount of Commitment/Commitment / Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans5 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: ______________________________ Name: Title: 4 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. “Initial Revolving Commitment”, “Extended Revolving Commitment”, “Refinancing Revolving Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: ______________________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]6 Accepted: CITIBANK, 5 N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: ________________________________ Name: TitleTitle:]7 [Consented to: [ [●],6 , as Issuing Bank Lender By: ________________________________ Name: Title: By: Name: Title: 5 Title:]8 6 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % Commitment/ Loans1 CUSIP Number [7. Trade Date: ]2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and Accepted: BANKRATEthe Effective Date. 1 Set forth, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 2 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX XXXXX [Consented to and]3 Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: NameTitle: CISCO SYSTEMS, INC. a Delaware corporation By: Title: [BANK OF AMERICA, N.A., as an L/C Issuer] [and Swing Line Lender] By: Name: Title: [ ],6 [CITIBANK, N.A., as Issuing Bank an L/C Issuer] By: Name: Title: [DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer] By: Name: Title: 5 [JPMORGAN CHASE BANK, N.A., as an L/C Issuer] By: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Aggregate Amount of Commitments / Loans Class of Loans Assigned Aggregate Amount of Commitment/Commitments / Loans for all Lenders held1 Aggregate Amount of Commitment/Commitments / Loans Assigned assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Commitments / Loans assigned $ [ ] $ _____ _____ % Tranche B Revolving Loans $ $ % 1 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 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: __________, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEBARCLAYS BANK PLC, INC.4 as the Agent By: NameTitle: [Consented to:]3 PROFRAC SERVICES, LLC, as Borrower By: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Term Loan Facility Assigned 1 Aggregate Amount of Term Commitment/Term Loans for all Lenders Amount of Term Commitment/Term Loans Assigned 2 Percentage Assigned of Term Commitment/Loans2 Tranche A Revolving Term Loans 3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: ______________, 20 201_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 ASSIGNOR By: Name: Title: 1 Fill in the appropriate terminology for the types of Term Loan Facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment” or other Term Loan Facility under the Credit Agreement). 2 Except in the case of an assignment of the entire remaining amount of the Assignor’s Commitment, the assignment of an amount less than $1,000,000 will require the consent of each of the Borrower and Administrative Agent. 3 This date may not be fewer than 5 Business days after Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders. 4 To be completed NAME OF ASSIGNEE By: Name: Title: [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]3 Accepted: CREDIT SUISSE AG, 5 CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank [Consented to:]5 CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC By: Name: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: __________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: : Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: CITIBANK, 5 N.A., as Administrative Agent By: By Name: Title: By[Consented to: [•], as Issuing Bank By Name: Title: [ ],6 as 5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuing Bank By: is required by the terms of the Credit Agreement. Swingline Lender By Name: Title: By]6 [Consented to: BLACKROCK CAPITAL INVESTMENT CORPORATION By Name: Title: 5 ]7 6 To be completed to added only if the extent consent of the Swingline Lender is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderCUSIP Number [7. Trade Date: __________________] Effective Date: __________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not and]1 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: Name: _________________________________ Title: [Consented to:]2 To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. [COMPANY] By: Name: _________________________________ Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment E - # Describe Credit Agreement at option of Tranche A Revolving CommitmentsAdministrative Agent.

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Banks Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % $ $ % [7. Trade Date: ]4 Effective Date: , 20 [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 Agreement are hereby agreed to: ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX XXXXX BANK USANAI-1519170929v11 ASSIGNEE: Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this day of , 5 : AGENT: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: Accepted and Approved this day of , : [THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To _________________________ 5To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.NAI-1519170929v11

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

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentofCommitment/Loans for Loansfor all Lenders Lenderss Amount of Commitment/Loans Assigned Percentage Assigned of CommitmentAssignedofCommitment/Loans2 Tranche A Revolving Loans 2 $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: ___________ _____, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ______________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________________ Name: Title: [NAME OF ASSIGNEE] By: ____________________________________ Name: Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 N.A., as [Administrative Agent,] 3 Swingline Lender and Issuing Bank By: __________________________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USACITIBANK, 5 N.A., as Administrative Agent an Issuing Bank By: __________________________________ Name: Title: BNP PARIBAS, as an Issuing Bank By: __________________________________ Name: Title: By: __________________________________ Name: Title: [ ],6 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement (See Section 9.04(b) of the Credit Agreement). MIZUHO CORPORATE BANK, LTD., as an Issuing Bank By: ___________________________________ Name: Title: THE ROYAL BANK OF SCOTLAND PLC, as an Issuing Bank By: ___________________________________ Name: Title: 5 Authorised Signatory [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:] 4 VALERO ENERGY CORPORATION, as Borrower By: ___________________________________ Name: Title: 4 To be completed to added only if the extent consent of the Borrower is required under by the terms of the Credit Agreement. (See Section 10.04(b9.04(b) of the Credit Agreement). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.

Assigned Interest. Facility Assigned Aggregate Commitment Amounts / Credit Exposure for all Banks Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Commitment / Credit Exposure Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ Credit Exposure1 Letter of Credit Facility $_______________ $_______________ ____________% Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT BANK AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 TRANSFER] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after 1 Set forth, to at least 9 decimals, as a percentage of the date Commitment / Credit Exposure of assignment unless the Administrative Agent otherwise agreesall Banks thereunder. 4 [NAME OF RELEVANT PARTY] By Title: 2 To be completed added only if the consent of the Company [and/or other Applicants] is required by the terms of the Facility Agreement. [See attached.] (this “Application and Agreement”) To: Crédit Agricole Corporate and Investment Bank (“Crédit Agricole CIB” or “you”) Issuing Office:_______________ Date:____________ Application is hereby by the undersigned (“Applicant”) made for the issuance by you of your irrevocable standby letter of credit (the “Credit”) in conformity with your practices and procedures and, to the extent consent is required under Section 10.04(b) and not inconsistent therewith, in accordance with the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.following instructions:

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Commitment/Loans for all Lenders Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans13 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % 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. [7. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX and]15 Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: Name: Title: [Consented to: NEXEO SOLUTIONS, LLC By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 16 15 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/Loans for of all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans6 CUSIP Number $ $ ___________ % Tranche B Revolving Loans $ $ ___________ % 2 $ $ ___________ % [7. Trade Date: __________________]7 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and and]1 Accepted: BANKRATEBANK OF AMERICA, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to:]2 AFFILIATED MANAGER GROUP, INC. By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 1 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank 2 To be added only if the consent of the Borrower and/or other parties (if anye.g. Swingline Lender or L/C Issuer) is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Commitments/Loans Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % [7. Trade Date: ]2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: : 1 To be included with respect to assignments of Commitments if the Assignor is an Initial Lender (as defined in the JLA Fee Letter) and the Assignee is not a Permitted Assignee. 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. ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and] Accepted: BANKRATEBank of America, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to: McKesson Corporation By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.] ANNEX 1 TO ASSIGNMENT AND ASSUMPTION SENIOR BRIDGE TERM LOAN AGREEMENT DATED AS OF OCTOBER 23, 2013 AMONG MCKESSON CORPORATION, THE LENDERS PARTY THERETO AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A ­­­­­­­­­­­­­­­­­­­­­­­­ Revolving Loans $ 750,000,000 $ % Tranche B Revolving Loans $ $ % 2 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: :______________________________ Title: [NAME OF ASSIGNEE] By: :______________________________ Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: _________________________________ Title: [Consented to:]2 ADVANCE STORES COMPANY, INCORPORATED By: Name: ________________________________ Title: [ ],6 2 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, 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 administrative agent (in such capacity, the “Administration Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Credit Agreement dated as of October 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Advance Stores Company, Incorporated, a 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 By: Name: Title: By: Name: Title: 5 To be completed has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the extent consent is required under Section 10.04(b)conditions specified in, the Credit Agreement. 6 Reference 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 (if any) required for an assignment to issue Letters of Tranche A Revolving Commitments.Credit are conditioned on, among other things, the execution and delivery by the Guarantor of a Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantor is willing to execute this Guarantee Agreement. Accordingly, the parties hereto agree as follows:

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g. “Revolving Commitment”, “Term Loan Commitment”, etc.) 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent Agent, an Issuing Bank and Swingline Lender By: Name: Title: By: Name: Title: [ ],6 ., as an Issuing Bank By: NameTitle: [Consented to:]4 EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.) By: Title: By: Name: Title: 5 4 To be completed to added only if the extent consent of Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT UPON ENTRY OF THIS EXECUTED ASSIGNMENT INTO THE REGISTER 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 Wireline Companies and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 3 Fill in the appropriate terminology for the types of Facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Loan,” “Term Loan”, etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderunder the applicable Facility. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]5 Accepted: BANKRATECITIBANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: By Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. WINDSTREAM SERVICES, LLC By Title: 6 Reference to To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. CITIBANK, N.A., as Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.By Title:

Assigned Interest. Facility Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Loans1 [Tranche A 1][Tranche 2] Revolving Loans $ $ Commitment [US$][C$][€] [US$][C$][€] % Tranche B Revolving Loans $ $ [US$][C$][€] [US$][C$][€] % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [US$][C$][€] [US$][C$][€] % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the 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 Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. NAME OF ASSIGNEE By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and and]2 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: By Title: By: Name: [Consented to:]3 DOMTAR CORPORATION4, as [Parent] Borrower By Title: [ ],6 as Issuing Bank By: Name: [NAME OF ANY OTHER RELEVANT PARTY] By Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) 2 Not required for an assignment of Tranche A Revolving Commitmentsto a Lender or a Lender Affiliate.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Term Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEDUCOMMUN INCORPORATED4 By: Name: Title: UBS AG, INC.4 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) and of the definition Credit Agreement. 5 Reference to Issuing Bank required for an assignment of “Eligible Assignee”Revolving Commitments. XXXXXXX XXXXX By: Name: Title: [BANK USAOF AMERICA, 5 N.A., as Administrative Agent an Issuing Bank By: Name: Title: ]6 [UBS LOAN FINANCE LLC, as Swingline Lender By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 7 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. 7 Reference to Swingline Lender required for an assignment of Revolving Commitments.

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ __, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATECITIBANK, INC.4 N.A., AS Administrative Agent By: Title: [Consented to:]3 [Issuing Bank] By: Name: Title: [Consented to:]4 SAILPOINT TECHNOLOGIES, INC. By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agreesInclude any if required pursuant to Section 9.04(b). 4 To be completed Include any if required pursuant to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b9.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % $ $ % 1 Select as applicable. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee (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 or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and and]3 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 PK SALE LLC By________________________________ Name: Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Facility 1 Select as applicable. Type of Loan Assigned Aggregate Amount Total Loans of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 [ ] $ $ % Tranche B Revolving Loans $ $ [ ]% 2 Shall not be in an amount less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, except to the extent such assignment is to an Affiliate of the assigning Lender or an Approved Fund with respect to such Lender, or an assignment of the entire remaining amount of the assigning Lender’s Loans or Commitments. 3 Set forth, to at least 9 nine decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 [WABASH NATIONAL CORPORATION]4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Administrative Agent otherwise agrees. By: Name: Title: 4 To be completed to the extent consent is required under Section 10.04(b13.6(b)(i)(A) of the Credit Agreement. ANNEX 1 to Assignment and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.Assumption STANDARD TERMS AND CONDITIONS FOR

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

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ $ % Tranche B Revolving Loans $ $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATEBANK OF AMERICA, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to:]4 COACH, INC. By: Title: By: Name: Title: [ ],6 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Tranche A-1 Term Commitment”, etc.). 3 Set forth, so at least 9 decimals, as Issuing Bank By: Name: Title: By: Name: Title: 5 percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed to added only if the extent consent of the Company is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class and Type Assigned2 Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 202__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Commitments” or “Multicurrency Commitment”, etc.) 3 This date may not be fewer than 5 Business days after Set forth, to at least 9 decimals, as a percentage of the date Commitments/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: JPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 MUFG Bank, Ltd., as an Issuing Bank By: Name: Title: Sumitomo Mitsui Banking Corporation, as an Issuing Bank By: Name: Title: 5 [Consentedto:]5 OWL ROCK CAPITAL CORPORATION III By: Name: Title: 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders8 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ Commitment/ Loans9 CUSIP Number (if applicable) $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder[7. Trade Date: ]10 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 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 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]11 Accepted: BANKRATECREDIT SUISSE AG, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USACAYMAN ISLANDS BRANCH, 5 as Administrative Agent By: Name: Title: By: NameTitle: [Consented to:12 [ANALOG DEVICES, INC.][ANALOG DEVICES TECHNOLOGY], as the Borrower, By: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 :] 11 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

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

Assigned Interest. Assignor Assignee Facility Assigned Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Lenders2 Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number $ ________________ $ _________ ____________ % [7. Trade Date: ]4 Effective Date: , 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % ” or “Term Commitment” or “Incremental Term Commitment”). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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. [Consented to and]5 Accepted: BANK OF AMERICA, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] N.A., as Administrative Agent By: Title: [NAME OF ASSIGNEE] Consented to:]6 By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By: Title: [NAME OF ASSIGNEE] ASSIGNEE By: Title: ______________________________ 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented to and AcceptedTo: BANKRATE, INC.4 INTERNATIONAL BUSINESS MACHINES CORPORATION By: ________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAJPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: ________________ Name: Title: [Consents required only to the extent expressly provided for in Section 11.8 of the Credit Agreement.] Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: ________________ Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Loans/LC Exposure for all Lenders Amount of Commitment/Loans Loans/ LC Exposure Assigned Percentage Assigned of CommitmentCommitment/ Loans/Loans2 Tranche A Revolving Loans LC Exposure1 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/LC Exposure of all Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Acceptedaccepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: XXXXXXX SACHS MORTGAGE COMPANY, as Issuing Bank By: Xxxxxxx Xxxxx Real Estate Funding Corp., its General Partner By: Name: Title: [ ],6 as Issuing Bank [Consented to:]2 By: Name: Title: By: Name: Title: 5 To 2 The Company’s consent will not be completed required if (x) an Event of Default or an “Event of Default” under (and as defined in) the Reimbursement Agreement has occurred and is continuing, (y) an ISDA Credit Event has occurred and such assignment is made in connection with a settlement or delivery to a counterparty in connection with a credit default swap, or (z) the extent consent assignment is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment Affiliate of Tranche A Revolving Commitmentsthe Assignor.

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned Assigned12 Aggregate Amount of Commitment/Commitment / Loans for all Lenders Lenders13 Amount of Commitment/Commitment / Loans Assigned Percentage Assigned of Commitment / Loans14 CUSIP Number [7. Trade Date: ______________]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/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 ”, 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 ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: THEREFOR.] [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEEASSIGNOR] By: Title: Consented to and Accepted: BANKRATEDEUTSCHE BANK AG NEW YORK BRANCH, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: NameTitle: Consented to:16 By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to 16 Insert for the extent Borrower or any other entity whose consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitmentsthe credit agreement.

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

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Loans Revolving Loans Commitment $ $ % Tranche B Extended Revolving Loans Commitments $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATEROYAL BANK OF CANADA, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ [Consented to:] [[ISSUING BANK],6 , as Issuing Bank By: Name: Title: :] [XXXXX’X GENERAL STORES, INC. By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest.  Facility Assigned Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans  $ $ % Tranche B Revolving Loans  $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  $ $ %  Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.]  The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.  The terms set forth in this Assignment and Assumption are hereby agreed to:   ASSIGNOR    NAME OF ASSIGNOR    By:  Name:  Title:    ASSIGNEE    NAME OF ASSIGNEE    By:  Name:  Title:  _________________________ 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders.    [Consented to and] 3 Accepted:   JPMORGAN CHASE BANK, N.A., as  Administrative Agent    By:  Name:  Title:    [Consented to:]   WORLD WRESTLING ENTERTAINMENT, INC.    By:  Name:  Title:    [NAME OF ASSIGNORANY OTHER RELEVANT PARTY]   WORLD WRESTLING ENTERTAINMENT, INC.    By:  Name:  Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title:               _________________________ 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement.  4 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Issuing Lender) is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.  

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Commitments/ Syndicated Loans for all Lenders Amount of Commitment/Loans Assigned Commitment/ Syndicated Loans/ Competitive Loan Assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Commitments/ Syndicated Loans for all Lenders3 Commitment/ Syndicated Loans $ $ % Tranche B Revolving Loans Competitive Loans4 N/A $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the CommitmentN/Loans of all Lenders thereunder. A 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.]3 THEREFOR.] 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: [NAME OF ASSIGNOR] Byby Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: by Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]5 Accepted: JPMORGAN CHASE BANK, 5 N.A., as Administrative Agent By: by _________________________________ Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: [Consented to:]6 [BEST BUY CO., INC.] by _________________________________ Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 This date may not be fewer than 5 Business days after Set forth, to at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: SUNTRUST BANK, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 [Consented to:]5 [SUNTRUST BANK, as an Issuing Bank By: Name: Title: BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title:] [Consented to:]6 [XXXXXXX SACHS MIDDLE MARKET LENDING CORP., as Borrower By: 5 Name: Title:] 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of Commitment/Loans Aggregate Commitments/ Assigned Percentage Assigned of CommitmentAggregate Commitments/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Loans1 CUSIP Number Effective Date: __________________, 20__ [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: ASSIGNEE [NAME OF ASSIGNEE] By: Title: __________________ 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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. [Consented to and]3 Accepted: BANK OF AMERICA, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] N.A., as Agent By: Title: [NAME OF ASSIGNEE] Consented to:]4 By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: __________________ 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement. 4 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned Assigned11 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders12 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans13 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % [8. Trade Date: ]14 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.] 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. “Initial Loans”, “Extended Loans”, etc.). 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. Effective 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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX and]15 Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: Name: Title: [Consented to J. CREW GROUP, INC. By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 :16 15 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment for all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Loans10 CUSIP Number [7. Trade Date: _____________________]11 Effective Date: _______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and] Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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: , 20 . [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed Consented to: :] [NAME OF ASSIGNOR] L/C ISSUER], as L/C Issuer By: Title: [Consented to:] [NAME OF ASSIGNEE] SWING LINE LENDER], as Swing Line Lender By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder[7. Trade Date: ____________________________]4 Effective Date: ____________________________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented ____________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term Loan Commitment”). 3 Set forth, to and Accepted: BANKRATEat least 9 decimals, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after as a percentage of the date Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX XXXXX BANK USATitle: [Consented to and]5 Accepted: CANTOR XXXXXXXXXX SECURITIES, 5 as Administrative Agent By: Name: Title: By[Consented to: Name: [CONTURA ENERGY, INC.] Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: _____________________ 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. 16 Select as applicable. Facility Assigned Assigned17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans18 $ $ % Tranche B Revolving Loans $ $ % 2 Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ___________________________ 17 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.). 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]19 Accepted: BANKRATE, INC.4 [NAME OF BORROWER] By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA[NAME OF ADMINISTRATIVE AGENT], 5 as 20as Administrative Agent By: NameTitle: [Consented to:] [NAME OF RELEVANT PARTY] By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 _________________________________ 17 To be completed to added only if the extent consent of the Borrower and/or other parties is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (18 To be added only if any) the consent of the Administrative Agent is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Loan Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Aggregate Amount of Loans1 $ $ % Tranche B Revolving Loans $ $ % $ $ % [7. Trade Date: ______________]2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 20 201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not ___________________ * Amount to be fewer than 5 Business days after adjusted by the date 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 assignment unless the Administrative Agent otherwise agreesLoans of all Lenders thereunder. 4 2 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX XXXXX BANK USA[Consented to and]3 Accepted: KEYBANK NATIONAL ASSOCIATION, 5 as Administrative Agent By: Name: Title: [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 _________________ 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Loan Agreement.

Assigned Interest. Facility Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % 2 Set $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: 1Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 Exhibit F-2 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and and]2 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: [Consented to:]3 XXXXX PETROLEUM COMPANY, LLC By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To 2To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to 3To be added only if the consent of the Borrower and/or other parties (e.g., Issuing Bank (if anyBank) is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: ______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Competitive Loans”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and]3 Accepted: [NAME OF ASSIGNORADMINISTRATIVE AGENT], as Administrative Agent By____________________________________ Title: [Consented to:]4 [NAME OF BORROWER] By: ____________________________________ Title: [NAME OF ASSIGNEEANY OTHER RELEVANT PARTY] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: ____________________________________ Title: 3 This date may not To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % [7. Trade Date: ______________] Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 4Fill 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.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and and]7 Accepted: BANKRATEBANK OF AMERICA, INC.4 N.A., Administrative Agent By_________________________________ Name: Title: [Consented to:]8 [BANK OF AMERICA, N.A., as [L/C Issuer][and Swing Line Lender] By________________________________ Name: Title: [GREEN DOT CORPORATION, a Delaware corporation]9 By: Name: Title: 3 This date may not 7 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agreesis required by the terms of the Credit Agreement. 4 8 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. L/C Issuer) is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Assignee Facility Assigned assigned Aggregate Amount of Commitment/Loans for all Lenders under such Facility Amount of Commitment/Loans Assigned Percentage Assigned under such Facility Scheme Reference number under the HMRC DT Treaty Passport Scheme and Jurisdiction of Commitment/Loans2 Tranche A Tax Residence29 Effective Date ___________ ____, 201__ __________________ 29 Include for Assignees of Multicurrency Revolving Commitments. If this information is not provided, the Assignee may be subject to UK withholding tax with respect to Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, made to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunderU.K. Borrower. Effective DateASSIGNOR INFORMATION Payment Instructions: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 Reference: Notice Instructions: Reference: ASSIGNEE INFORMATION Payment Instructions: Reference: Notice Instructions: Reference: The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR ASSIGNEE By: Title: [NAME OF ASSIGNEE] :___________________________ By: Title: Consented to and Accepted: BANKRATE, INC.4 By:___________________________ Name: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent Title: By:___________________________ By:___________________________ Name: Name: Title: Title: [Consented to and]31 Accepted: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: :___________________________ Name: Title: [ ],6 [Applicable Borrower]32: as Issuing Bank Borrower By: :___________________________ Name: Title: By: Name: Title: 5 __________________ 30 Add additional signature blocks, as needed. 31 Insert only if assignment is being made to an Assignee other than an Affiliate or another Lender, or, in the case of a Lender that is a Fund, any Related Fund of any Lender. 32 To be completed to the extent consent included if no Event of Default then exists and is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitmentscontinuing.

Assigned Interest. Facility Assigned Class of Commitments Assigned2 Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of CommitmentCommitments/Loans L oans Assigned Percentage Assigned of CommitmentCommitments/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _______________, 20 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATESUMITOMO MITSUI BANKING CORPORATION, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 [SUMITOMO MITSUI BANKING CORPORATION, as Issuing Bank By: Name: Title: Title:]5 [Consented to:]6 BARINGS PRIVATE CREDIT CORPORATION By: Name: Title: 5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ [7. Trade Date: ]5 Effective Date: , 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to if the extent consent is required under Section 10.04(b) Assignor and the definition Assignee intend that the minimum assignment amount is to be determined as of “Eligible Assignee”the Trade Date. XXXXXXX [Consented to and]6 Accepted: XXXXX BANK USAFARGO BANK, 5 NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:]7 PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership By: Plum Creek Timber I, L.L.C., its General Partner By: Plum Creek Timber Company, Inc., its Managing Member By: Name: Title: [ ],6 [Consented to:]8 [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank L/C Issuer][and Swing Line Lender] By: Name: Title: By: Name: Title: 5 6 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class of Commitments/ Loans Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and and]4 Accepted: BANKRATETRUIST BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 [TRUIST BANK, as Issuing Bank By: Name: TitleTitle:]5 [Consented to: XXXXXXX XXXXX PRIVATE CREDIT CORP. By: Name: Title: Title:]6 ANNEX 1 4 To be added only when the consent of the Administrative Agent and/or the Issuing Banks is required by the terms of the Credit Agreement. 5 To be completed to added only when the extent consent of the Issuing Banks is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Multicurrency Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective DateConsented to and Accepted: JPMORGAN CHASE BANK, 20 N.A., as Administrative Agent [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNORan Issuing Bank and Swingline Lender] 4 By: Title: [NAME OF ASSIGNEE[__________], as an Issuing Bank] 5 By: Title: [Consented to and Accepted: BANKRATE, INC.4 to:] 6 THE SCOTTS MIRACLE-GRO COMPANY 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 added only if the extent consent of the Issuing Banks and the Swingline Lender is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Issuing Banks is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

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

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentAssignor[s] 5 Assignee[s]6 FacilityAssigned AggregateAmount ofCommitment/Loans for all Lenders Lenders7 Amount of Commitment/Loans Assigned Percentage Assigned of PercentageAssignedof Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Loans8 [7. Trade Date: __________________, 20__.9 Effective Date: ____________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE ADMINISTRATIVE AGENT.] ____________________________ 5 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. Effective 9 Insert if satisfaction of minimum amounts is to be determined as of the Trade Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and and]10 Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to:]11 [NAME OF RELEVANT PARTY] By: Title: By: Name: Title: [ ],6 as _________________________ 10 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. Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent or Swingline Lender) is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans10 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder$ $ % [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATEBANK OF AMERICA, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: [Consented to:][12] By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 12 To be completed to added only if the extent consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as and an Issuing Bank By: Name: Title: [CONSENTED TO:] BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title: 5 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: [CONSENTED TO: INSERT SIGNATURE BLOCKS FOR ANY ADDITIONAL ISSUING BANKS] [Consented to:]3 SOUTHWESTERN ENERGY COMPANY By: Name: Title: 3 To be completed to added only when the extent consent of the Borrower is required under by Section 10.04(b). 6 Reference to Issuing Bank (if any9.04(b)(i)(A) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Class Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % $ $ % Effective Date: __________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Dollar Commitment”, “Multicurrency Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date[Consented to and]4 Accepted: CITIBANK, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: N.A., as Administrative Agent By Title: [NAME OF ASSIGNEE] By: Consented to:]5 [•], as Issuing Bank By Title: [Consented to and Accepted: BANKRATEto:]6 [•], INC.4 By: Name: as Swingline Lender By Title: 3 This date may not [Consented to:]7 BLACKROCK CAPITAL INVESTMENT CORPORATION By Title: ________________________ 4 To be fewer than 5 Business days after added only if the date consent of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving CommitmentsCredit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the 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 Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ Title: 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date[Consented to and]4 Accepted: JPMORGAN CHASE BANK, 20 N.A., as Administrative Agent[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment , an Issuing Bank and Assumption are hereby agreed toas Swingline Lender]4 By_________________________________ Title: [Consented to:]5 [NAME OF ASSIGNORRELEVANT PARTY] By: ________________________________ Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to added only if the extent consent of the Administrative Agent, Issuing Bank or Swingline Lender, as applicable, is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Borrower Representative and/or other parties (e.g. Issuing Bank) is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned FacilityAssigned2 Aggregate AmountofCommitment/Loansfor all Banks Amount of CommitmentofCommitment/Loans for all Lenders Amount of CommitmentLoansAssigned Percentage AssignedofCommitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % $ $ % [7. Trade Date: ______________] 4 Effective Date: _____________ ___, 20___ [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 Agreement are hereby agreed to: ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment") 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders Banks thereunder. Effective 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. NAI-1502980324v12 ASSIGNOR: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed toAddress: [NAME OF ASSIGNOR] Attn: By: Phone: Name: Fax: Title: [NAME OF ASSIGNEE] ByAccepted and Approved this ____ day of __________, _____: TitleAGENT: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 KEYBANK NATIONAL ASSOCIATION as Administrative Agent By: Name: Title: ByAccepted and Approved this ____ day of __________, _____: Name: Title: [ ],6 as Issuing Bank By: Name: Title: [THE DAVEY TREE EXPERT COMPANY]5 By: Name: Title: 5 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.NAI-1502980324v12

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

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Loans3 Revolving Loans Credit Facility $ $ % Tranche B Revolving Loans $ $ % 2 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE SENIOR FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]4 Accepted: BANKRATETHE BANK OF NOVA SCOTIA, INC.4 By: as Senior Facility Agent By Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. [SABINE PASS LIQUEFACTION, LLC, as Borrower By Name: Title:]5 4 To be completed to added only if the extent consent of the Senior Facility Agent is required under Section 10.04(b) and by the definition terms of “Eligible Assignee”the Credit Agreement. XXXXXXX XXXXX BANK USA5 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, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as an Issuing Bank By: Name: Title: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as an Issuing Bank By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to HSBC BANK USA, NATIONAL ASSOCIATION, as an Issuing Bank (if any) required for By: Name: Title: NATIXIS, NEW YORK BRANCH, as an assignment of Tranche A Revolving Commitments.Issuing Bank By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: Annex 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned Assigned8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Commitment/ Loans10 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % [7. Trade Date: __________________]11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 Commitment”, “Term 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. Effective 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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 [Consented to and]12 Accepted: BANK OF AMERICA, N.A., as Issuing Bank Administrative Agent By: Name: Title: [Consented to:]13 By: Name: Title: 5 12 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans 2 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The THEREFOR.]The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: _____________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: _____________________________________ Title: Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the X.X.Xx Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: _____________________________________ Title: [Consented to:]3 MICROCHIP TECHNOLOGY INCORPORATED By: Name: _____________________________________ Title: 5 ______________________ 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans3 CUSIP Number Initial Term B Loans $ $ % [such other Tranche B Revolving of Term Loans as has been established pursuant to the Credit Agreement] $ $ % 2 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: :______________________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]4 Accepted: WILMINGTON TRUST, 5 NATIONAL ASSOCIATION, as Administrative Agent By: :_________________________________ Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: :________________________________ Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 Title:]5 4 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentRevolving Credit Commitments/ Loans for all Lenders2 Amount of Revolving Credit Commitments/ Loans/Assigned3 Percentage Assigned of Revolving Credit Commitments/Loans for all Lenders Amount of Commitment/Xxxxxxx0 CUSIP Number Revolving Credit Commitments/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ $[ ] $/[Currency] % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 1 Select as applicable 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Closing Date and the Trade Date. 3 Must comply with Section 10.7(b)(i) of the Credit Agreement. 4 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitments/Loans of all Lenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX and]5 Accepted: U.S. BANK USANATIONAL ASSOCIATION, 5 as Administrative Agent By: Name: Title: [Consented to:]6 By: Name: Title: [ [Consented to:]7 [____________________],6 , as Issuing Bank By: Name: Title: Lender By: Name: Title: 5 To be completed to Not required if the extent consent Assignee is required under Section 10.04(b)a Lender or an Affiliate of the Assignor. 6 Reference Not required if a Specified Event of Default has occurred and is continuing or if the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund. 7 Include consents of each Issuing Lender if required pursuant to Issuing Bank (if anySection 10.7(b)(iii) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Term Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ______________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans for all Lenders thereunder. [Consented to and and]3 Accepted: BANKRATEBANK OF AMERICA, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: NameTitle: [Consented to:]4 IHS INC. By: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 ______________________________ 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to Issuing Bank (4 To be added only if any) the consent of IHS is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned Assigned4 Aggregate Amount of Commitment/Commitment / Loans for all Lenders Amount of Commitment/Commitment / Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans5 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: 4 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 Commitment”, “Initial Term B Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]6 Accepted: CITIBANK, 5 N.A., as Administrative Agent By: Name: Title: [Consented to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: Name: TitleTitle:]7 [Consented to: [ [●],6 , as Issuing Bank Lender By: Name: Title: By: Name: Title: 5 Title:]8 6 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Aggregate Amount of Commitment/Loans2 Tranche A Revolving Loans Loans1 $ $ % Tranche B Revolving Loans $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] _____________________________ * 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. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand]3 Accepted: KEYBANK NATIONAL ASSOCIATION, 5 as Administrative Agent By: Name: Title: [Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: [ ],6 [Consented to:]5 [KEYBANK NATIONAL ASSOCIATION, as Issuing Bank By: L/C Issuer] Name: Title: By: Name: Title: 5 _____________________________ 3 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % Commitment/ Advances1 [7. Trade Date: __________________]2 Effective Date: __________________, 20__ [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: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ____________________ *Amount to be adjusted 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 Advances of all Lenders thereunder. Effective [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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: . Consented to and Accepted: BANKRATECITIBANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: _________________________________ Title: Consented to: PEPSICO, INC. By: Name: _________________________________ Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:

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

Assigned Interest. Facility Assigned Aggregate Amount Amounts of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Dollar Tranche A B Term Loans $2,500,000,000 $________________ ________________% Euro Tranche B Term Loans €1,360,000,000 €________________ ________________% Revolving Loans $ $ $500,000,000 [_]3_______________ ________________% Tranche B Revolving Loans $ $ % Assignment Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ______________ 2 Set forth, to at least 9 nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 3 Any Approved Currency. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By: :_______________________ Title: [NAME OF ASSIGNEE] ASSIGNEE By: :_______________________ Title: Consented to and Accepted: BANKRATE[[●], INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: ______________________ Title: ]4 [Consented to: By: ____________________________________ Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: ____________________________________ Name: Title: By: _____________________________ Name: Title: Title:]5 ______________ 4 To be added only if the consent of the Administrative Agent is required for the applicable assignment by the terms of the Credit Agreement. 5 To be completed to added only if the extent consent of the [Foreign Borrower][Spanish Borrower][U.S. Borrower] is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an the applicable assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of CommitmentCommitments/Loans for of the applicable Class of all Lenders Amount of Commitmentthe Commitments/Loans of the applicable Class Assigned Percentage Assigned of CommitmentAggregate Amount of Commitments/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 of the applicable Class of all Lenders Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/Loans of all Lenders thereunderof any Class, as applicable. Tranche A Term Loans $ $ % Tranche B Term Loans $ $ % [ ] In the event Incremental Term Loans 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 2.23 of the Credit Agreement, refer to the Class of such Loans assigned. $ $ % 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.]3 THEREFOR] The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain 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 Assumption above are hereby agreed to: [NAME OF ASSIGNOR] By________________, as Assignor, by _____________________________ Name: Title: ________________, as Assignee, by _____________________________ Name: Title: [NAME OF ASSIGNEEConsented to and] ByAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, by _____________________________ Name: Title: Consented to and Acceptedto: BANKRATE[ALLEGION US HOLDING COMPANY INC., INC.4 By: by _____________________________ Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments.:]

Assigned Interest. Facility Assigned Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans3 $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. $ $ % Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Tranche A Term Loan Commitment”, “Tranche B Term Loan Commitment”, etc.). 3 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and Accepted: BANKRATEJPMORGAN CHASE BANK, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAN.A., 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ],6 and as an Issuing Bank By: Name: Title: BANK OF AMERICA, N.A., as an Issuing Bank By: Name: Title:]4 [Consented to: PUGET ENERGY, INC. By: Name: Title: ]5 4 To be added only if the consent of the Administrative Agent and the Issuing Banks is required by the terms of the Credit Agreement 5 To be completed to added only if the extent consent of the Borrower is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans2 Loans¹ Global Revolving Commitment [$][€][£][CAD$][Mexican Pesos] [$][€][£][CAD$][Mexican Pesos] % U.S. Revolving Commitment $ $ % Tranche A Revolving Term Loans $ $ % Tranche B Revolving Incremental Term Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Extended Term Loans of all Lenders thereunder. $ $ % Effective Date: _____________ ___, 20 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: ____________________________________ Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: ____________________________________ Name: Title: 3 This date may not be fewer than 5 Business days after ____________________ ¹Set forth, so at least 9 decimals, as a percentage of the date Commitment/Loans of assignment unless the Administrative Agent otherwise agreesall Lenders thereunder. 4 To be completed Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAAccepted JPMORGAN CHASE BANK, 5 N.A, as Administrative Agent By: :_________________________________ Name: Title: [Consented to:]² [ISSUING BANK], as Issuing Bank By: :_________________________________ Name: Title: [ ],6 as Issuing Bank DELPHI CORPORATION By: :_________________________________ Name: Title: By: Name: Title: 5 To ____________________ ²To be completed to added only if the extent consent of an Issuing Bank or the U.S. Parent Borrower, as applicable, is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans Loans4 $ $ % Tranche B Revolving Loans $ $ % 2 $ $ % [7. Trade Date: ]5 Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Incremental Term Loan Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective 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: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 . The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX and]6 Accepted: BANK USAOF AMERICA, 5 N.A., as Administrative Agent By: By Name: Title: By: [Consented to:]7 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Name: Title: [ ],6 as Issuing Bank By: [BOTTOMLINE TECHNOLOGIES (DE), INC., a Delaware corporation] By Name: Title: By: Name: Title: 5 6 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans [Commitments / Revolving Credit Exposures]2 for all Lenders Amount of Commitment/Loans Assigned Percentage [Commitment / Revolving Credit Exposure]2 Assigned3 Percentage4 Assigned of Commitment/Loans2 Tranche A [Commitments / Revolving Loans Credit Exposures]2 for all Lenders $ $ % Tranche B Revolving Loans $ $ % 2 Set forth$ $ % [7. Trade Date: _______________, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 20__]5 Effective Date: _______________, 20 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] 2 Use “Revolving Credit Exposure[s]” if the Commitments have been terminated; otherwise, use “Commitment[s].” 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitments / Revolving Credit Exposures of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed [Consented to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAand] Accepted: KEYBANK NATIONAL ASSOCIATION, 5 as Administrative Agent By: Name: Title: [Consented to: AVISTA CORPORATION By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 6 To be completed to the extent included if such consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders:3 $__________________ Amount of Commitment/Loans Assigned Assigned:2 $__________________ Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ Loans:3 __________________% Tranche B Revolving Loans $ $ % [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 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and and]5 Accepted: BANKRATECITIBANK, INC.4 ByN.A., as Administrative Agent By Title: Name[Consented to:]6 [7-ELEVEN, INC.] [Name of Issuing Bank, as an Issuing Bank] By By Title: Title: 3 This date may not be fewer than 5 Business days after the date [CITIBANK, N.A., as an Issuing Bank] [Name of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USAIssuing Bank, 5 as Administrative Agent By: Name: an Issuing Bank] By By Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to added only if the extent consent of the Administrative Agent is required under Section 10.04(b)by the terms of the Credit Agreement. 6 Reference to To be added only if the consent of the Company and/or Issuing Bank (if any) Banks is required for an assignment by the terms of Tranche A Revolving Commitmentsthe Credit Agreement.

Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Class of Loans Assigned Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans under Relevant Class3 CUSIP Number $ $ % Tranche B Revolving Loans $ $ % $ $ % 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]. 2 Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional Term Loans, Initial Term Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANKRATEDEUTSCHE BANK AG NEW YORK BRANCH, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent Agent4 By: Name: Title: By: Name: Title: [ ],6 as Issuing Bank By: Name: Title: WORLD TRIATHLON CORPORATION, as Borrower By: Name: Title: 4 To be added only if the consent of the Administrative Agent is required. 5 To be completed added only with respect to an assignment under the extent Revolving Facility or any Additional Revolving Facility. 6 To be added only if the consent of the Borrower is required under by Section 10.04(b). 6 Reference to Issuing Bank (if any9.05(b)(i)(A) required for an assignment of Tranche A Revolving Commitmentsthe Credit Agreement.