Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % Commitment/ Loans2 $ $ % Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ], by Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ], by Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent ByAgent, by Title: NameConsented to: Title:] [Consented to:2 LXXXXX POOL PRODUCTSLIMITED BRANDS, INC., as Borrower By: Name: by Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.LIMITED BRANDS, INC. AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Advances1 Revolving Credit $________________ $________________ ______________% $ $ % [7. Trade Date: __________________]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 The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Advances of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: PEPSICO, INC., as Borrower . By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % Commitment/ Loans2 $ $ % Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ], by Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ], by Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent ByAgent, by Title: NameConsented to: Title:] [Consented to:2 LXXXXX POOL PRODUCTSLIMITED BRANDS, INC., as Borrower By: Name: by Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.LIMITED BRANDS, INC. AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans3 Revolving Credit $ $ % $ $ % 7. [Trade Date: _______________________________4] 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]5 Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTSTitle 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, INC.to at least nine decimals, as Borrower By: Name: Title: ] 1 a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Commitment/ Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By Title: [Consented to:]9 [BANK OF AMERICA, N.A., as L/C Issuer][and Swing Line Lender] By Title: [JPMORGAN CHASE BANK, N.A. as L/C Issuer] By Title: [BORROWER] By Title: 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, ,” “Term Loans”, A-1 Loan Commitment,” etc.) 3 6 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented * Amount to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 of the Trade Date. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ] Form of Assignment and Assumption 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: [Consented to:] By: Title:] : Form of Assignment and Assumption [Consented to:2 LXXXXX POOL PRODUCTSto: CONSTELLATION BRANDS, INC., as Borrower . By: Name: Title: ] Title:]1 1 To be added included only if the Borrower’s consent is requried. Form of the Administrative Agent is required by the terms of the Credit Agreement.Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans Revolver Loans: $ $ % Term Loans $ $ % Total: $ $ % [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: 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. Consented to and Accepted: [NAME OF ADMINISTRATIVE AGENT], as [NAME OF L/C ISSUER], as Administrative Agent L/C Issuer By By Title: [Consented to:] MARKWEST ENERGY OPERATING COMPANY, L.L.C., a Delaware limited liability company By: MARKWEST ENERGY PARTNERS, L.P., its Managing Member By: MARKWEST ENERGY GP, L.L.C., its General Partner By Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Advances Assigned* Percentage Assigned of Commitment/Loans3 Advances2 CUSIP Number $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [Signatures to Follow] 1Select as applicable. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans Commitment/Advances of all Lenders thereunderthereunder 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASPNC BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]5 [Name of Relevant Party]] By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Revolving Commitment Assigned Commitment Amount Percentage of Revolving Commitment Assigned Amount of Commitment/Revolving Loans Assigned Amount of Term Loans Assigned Percentage of Term Loans Assigned of Commitment/Loans3 $ $ $________________ $________________ ___________% $ $ $______________ $______________ ___________% [7. Trade Date: __________________] Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH WHICH, SUBJECT TO SECTION 15.9.1 OF THE CREDIT AGREEMENT, 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASand Accepted:10 BANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle:] [Consented to: MIDDLEBY MARSHALL INC. By: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: THE MIDDLEBY CORPORATION By: Title:] [BANK OF AMERICA, INC.N.A., as Borrower Swing Line Lender and as an Issuing Lender By: Name: Title: :]] 1 To be added only if the consent of the Administrative Agent is required by the terms of [OTHER ISSUING LENDERS]] 10 See Section 15.9.1(b) to the Credit Agreement.Agreement for required consents ANNEX 1 TO ASSIGNMENT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Facility Assigned2 Commitment Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans $ $ % $ $ % $ $ % Effective Date: _____________, 20___ ___, 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASAXXXXX, XXXXXX ENERGY SERVICER, LLC, as Administrative Agent By: NameTitle: Title[Consented to:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower NAME OF RELEVANT PARTY] By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.XXXXX 0 XXX XXXXXX CORPORATION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 Commitment/ Advances1 Revolving Credit $ $ % $ $ % [7. Trade Date: ]2 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title[Consented to:] [Consented to:2 LXXXXX POOL PRODUCTSPEPSICO, INC., as Borrower ] By: Name: Title: [BANK OF AMERICA, N.A., as L/C Issuer] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.By: Title:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Amount of Percentage Commitment/ Commitment/ Assigned of Advances Advances Commitment/ Facility Assigned for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Lenders* Assigned* Advances1 Revolving Credit $ $ % $ $ % [7. Trade Date: ]2 Effective Date: _____________, 20___ [TO 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title[Consented to:] [Consented to:2 LXXXXX POOL PRODUCTSPEPSICO, INC., as Borrower ] By: Name: Title: [BANK OF AMERICA, N.A., as L/C Issuer] By: Title: ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assignor[s] Assignee[s] Aggregate Amount of Commitment/Commitments/ Loans for all Lenders Lenders6 Amount of Commitment/Commitments/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitments/ Loans7 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: _]8 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.] 2 Fill [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 177 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 and1 and]9 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]10 By: Name: Title: ] 1 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans2 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment are hereby agreed toand Assumption [Consented to and]4 Accepted: ASSIGNOR [NAME BANK OF ASSIGNOR] AMERICA, N.A., as L/C Issuer and Administrative Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASto:]4 CITIBANK, LLCN.A., as Administrative Agent L/C Issuer By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 [Consented to:]4 BORROWER By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of under the Credit Agreement.. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Advances1 Revolving Credit $________________ $________________ ______________% $ $ % [7. Trade Date: __________________]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 The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Advances of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR2] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: Name_________________________________ Title: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: PEPSICO, INC., as Borrower . By: Name: _________________________________ Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/ Loans for all Lenders* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans2 CUSIP Number $ $ ____________% $ $ ____________% $ $ ____________% [7. Trade Date:_________]3 Effective Date: ______________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By Title: ASSIGNEE [NAME OF ASSIGNEE] By 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. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameXxxxxxxx Carry Vice President BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender By: Title:] Xxxxx X. Xxxxxxx Managing Director [Consented to:2 LXXXXX POOL PRODUCTSto:]4 ESSEX PORTFOLIO, L.P., a California limited partnership By: ESSEX PROPERTY TRUST, INC., as Borrower By: a Maryland corporation its General Partner By Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned2 Assigned8 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders9 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ 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.] 2 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term LoansCommitment”, etc.) 3 ). 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 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: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]12 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]13 By: Name: Title: ] 1 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 4 Select as applicable. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans6 $ $ % $ $ % $ $ % [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]8 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS: 5 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”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, INC.to at least 9 decimals, as Borrower By: Name: Title: ] 1 a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. 4 Select as applicable. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment Assign-ment (e.g. “Revolving Credit Term Loan Commitment”, “Term Loans”, etc.) 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. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 7 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans3 Revolving Credit $ $ % $ $ % 7. [Trade Date: _______________________________4] 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]5 Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXX FARGO BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTSTitle 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, INC.to at least nine decimals, as Borrower By: Name: Title: ] 1 a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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. “e.g., "Revolving Credit Commitment”", “"Term Loans”Loan Commitment", etc.) ). 3 Set forth, to so at least lest 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed toConsented to and Accepted: ASSIGNOR JPMORGAN CHASE BANK, N.A., as Administrative Agent [NAME OF ASSIGNORand Issuing Bank and Swingline Lender] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE[________], as an Issuing Bank] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent to:] 4 UNIVERSAL CORPORATION By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 ____________________ 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for the Loan made by all Lenders Amount Lenders* Portion of Commitment/Loans Assigned the Loan Assigned* Percentage Assigned of Commitment/Loans3 the Loan2 Loan $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: 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. 2Set forth, to at least 9 decimals, as a percentage of the /Loan. 3To 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: Name: Title:] [: Consented to:2 LXXXXX POOL PRODUCTS, INC.to and Accepted: THE SOUTHERN COMPANY, as Borrower By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 1 Select as applicable. Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans2 $ $ _______% $ $ % 7 Trade Date3: Effective Date: _____________, 20_201__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN BY THE REGISTER THEREFORAGENT.] __________________________ * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME ASSIGNOR[NAME OF ASSIGNOR] By: Name: :Title: ASSIGNEE [NAME ASSIGNEE[NAME OF ASSIGNEE] By: Name:Title: Consented to and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent, Swing Line Lender and an LC Issuer By:___________________________ Name: Title: JPMORGAN CHASE BANK, N.A., as an LC Issuer By:___________________________ Name: Title: [NAME OF LC ISSUER], as an LC Issuer By:___________________________ Name: Title: [Consented to and1 Acceptedto: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent ENOGEX LLC By: :___________________________ Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 Title:]4 ________________________________ 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.Agreement ANNEX 1

Assigned Interest. Facility Assigned2 1 Select as applicable. Aggregate Amount of Amount of Percentage Assigned Commitment/Loans for all Lenders Amount of Commitment/Loans of Facility Assigned Percentage Assigned of for all Lenders* Assigned* Commitment/Loans3 Loans Revolving Facility $ $ % $ $ % Effective [7. Trade Date: _____________, 20________, 201_]2 Effective Date: ___________ __, 201_ [TO BE INSERTED BY THE 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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. 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent By: Name: Title:] [: Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to (if applicable): XXXXX XXXXXX INCORPORATED By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders All Lenders7 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Form of Assignment and Assumption [7. Trade Date: ]9 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.] 2 Fill in 9 To be completed if the appropriate terminology for Assignor and the types of facilities under Assignee intend that the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Commitment Loans Trade Date. Form of all Lenders thereunder. Assignment and Assumption 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 and1 and]10 Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to: By: Name: Title: ] 1 Title:]11 10 To be added only if the consent of the Administrative Agent is required by the terms of the Revolving Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Commitment/ Loans1 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]2 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: 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. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 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 and1 and]3 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:]4 CISCO SYSTEMS, INC., as Borrower . a Delaware corporation By: Name: Title: [Consented to:]5 [BANK OF AMERICA, N.A., as an L/C Issuer] 1 [and Swing Line Lender] By: Title: [CITIBANK, N.A., as an L/C Issuer] By: Title: [DEUTSCHE BANK AG NEW YORK BRANCH, as an L/C Issuer] By: Title: [JPMORGAN CHASE BANK, N.A., as an L/C Issuer] By: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: By Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: By Name: Title: [Consented to and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLC, N.A. as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: By Name: Title: [Consented to:]5 [BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender] 1 By Name: Title: [EPICOR SOFTWARE CORPORATION, a Delaware corporation] By Name: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for the Loan made by all Lenders Amount Lenders* Portion of Commitment/Loans Assigned the Loan Assigned* Percentage Assigned of Commitment/Loans3 the Loan2 Loan $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: 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. 2Set forth, to at least 9 decimals, as a percentage of the /Loan. 3To 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: Name: Title:] [: Consented to:2 LXXXXX POOL PRODUCTS, INC.to and Accepted: THE SOUTHERN COMPANY, as Borrower By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 2 Select as applicable. Maximum Revolving Credit Amount Assigned Percentage Assigned of Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Maximum Revolving Credit Amounts* Term Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ Aggregate Term 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: * each total and partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, including, without limitation, a pro rata portion of its Revolving Credit Commitment, Maximum Revolving Credit Amount, LC Exposure, participations in Letters of Credit, outstanding Revolving Loans and outstanding Term Loans [Consented to and1 and]3 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCThe Bank of Nova Scotia, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]4 [NAME OF RELEVANT PARTY] By: Name: Title: ] 1 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned2 Assigned1 Aggregate Amount of Commitment/Loans for all Lenders Lenders2 Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/Commitment/ Loans3 CUSIP Number $ $ % $ $ % Effective Date: _____________, 20___ $ _________ ____________ % [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.] 2 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”, ” or “Term LoansCommitment” or “Incremental Term Commitment”, etc.) ). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 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 and1 and]5 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]6 By: Name: Title: ] 1 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 4 Select as applicable. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans6 $ $ % $ $ % $ $ % [7. Trade Date: ]7 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]8 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS: 5 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”) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, INC.to at least 9 decimals, as Borrower By: Name: Title: ] 1 a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of [Term Loan Commitment/Loans ] [Term Loans] for all Lenders Amount of [Term Loan Commitment/Loans ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/Loans3 ] [Term Loans]2 Term Loans $ $ % $ $ % [7. Trade Date: ____________ ]3 ________________________ 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 967770.02F-CHISR01A - MSW EXHIBIT B-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 This date may not be fewer than 5 Business days after the appropriate terminology for date of assignment unless the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunderAdministrative Agent otherwise agrees. 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC[_________, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: Designated Company] 1 To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement.. By: Name: Title: [_______], as Administrative Agent By: 967770.02F-CHISR01A - MSW EXHIBIT B-3 Name: Title: 967770.02F-CHISR01A - MSW ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Facility Assigned3 all Lenders* Assigned* Commitment/Loans3 Loans4 $ $ % $ $ % Effective $ $ % [7. Trade Date: ______________]5 Effective Date: _____, 20_____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 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]6 Accepted: BANK OF AMERICA, N.A. as Agent By: Title: [Consented to:]7 [BANK OF AMERICA, N.A., as L/C Issuer] 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”, ,” “Tranche B Term Loans”, Loan Commitment,” etc.) 3 * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 5 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Assigned 17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans 18 $ $ % $ $ % 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 17 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Credit Commitment”, “Term Loans”, ,” etc.) 3 ). 18 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: NameTitle: [Consented to and]19 Accepted: [NAME OF BORROWER] By: Title: [NAME OF ADMINISTRATIVE AGENT], 20as Administrative Agent By: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Titleto:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower NAME OF RELEVANT PARTY] By: Name: Title: ] 1 19 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 TO EXHIBIT M FIRST HUNTINGDON FINANCE CORP. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned2 Assigned12 Aggregate Amount of Commitment/Loans for all Lenders Lenders13 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans14 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % Effective _________ $ ________________ $ _________ ____________ % [7. Trade Date: _____________, 20___ ___]15 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 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 ). 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: 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. ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]16 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]17 By: Name: Title: ] 1 16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders1 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 $ $ Commitment2 CUSIP Number _________ $_______________ $___________ ___________% $ $ _________ $_______________ $___________ ___________% _________ $_______________ $___________ ___________% [7. Trade Date: __________________]3 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill 1 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 and1 and] 4 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: [Consented to:]5 [XXXXXXXXX TECHNOLOGY CORPORATION] By: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 Tranche A Term Facility $ $ % Tranche B Term Facility $ $ % Dollar Revolving Facility $ $ % Alternative Currency Revolving Facility $ $ % ______________________________________ 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. THEREFOR.]5 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, DAVITA INC., as Borrower . By: Name: Title: ] 1 To ]6 ______________________________________ 5 This date may not be added only if fewer than 5 Business days after the consent date of assignment unless the Administrative Agent is required by the terms of the Credit Agreementotherwise agrees.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Term Loans for all Lenders Amount of Commitment/Term Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Term Loans7 $ $ % $ $ % $ $ % [7. Trade Date: ______________]8 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 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”Assignee’s compliance procedures and applicable laws, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunderincluding 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: * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Term Loans of all Lenders thereunder. 8 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASJPMorgan Chase Bank, LLC, N.A. as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: By Name: Title: ] [Consented to:] CITRIX SYSTEMS, INC. By Name: Title: ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitments/Outstanding Principal Amount of Term Loan* Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Term Loan Assigned* Percentage Assigned of Commitment/Loans3 Term Loan1 $ $ % $ $ % $ $ [7. Trade Date: ]2 Effective Date: _____________, 20___ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 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 Aggregate Commitments/Outstanding Principal Amount of all Lenders thereunderTerm Loan. The terms set forth in this 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. Form of Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: and Assumption [Consented to and1 and]3 Accepted: NOMURA CORPORATE FUNDING AMERICASNORTHWEST FARM CREDIT SERVICES, LLCPCA, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTSto:]4 PLUM CREEK TIMBERLANDS, INC.L.P., as Borrower 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: ] 1 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Lenders3 Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans3 Loans4 CUSIP Number $ $ % $ $ % Effective $ $ % [7. Trade Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, ,” “Term Loans”, Loan Commitment,” etc.) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. CREDIT AGREEMENT Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]6 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent ByBy Title: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: to:]7 [NAME OF RELEVANT PARTY] By Title: ] 1 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans6 Term Loan Facility $ $ % $ $ % [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 6 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]8 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 Commitment/ Advances1 $ $ % $ $ % [7. Trade Date: __________________]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 The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Advances of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: PEPSICO, INC., as Borrower . By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Sub-Commitment /Loans for all Lenders Amount of Commitment/Loans Sub-Commitment /Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The 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 Dollar Sub-Commitment”, “Term LoansMulticurrency Sub-Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: and Assumption ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as [Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower Agent][Swingline Lender] By: Name: Title: ] 1 [Consented to:]5 BRUNSWICK CORPORATION By: Name: Title: [Consented to and]6 Accepted: [Issuing Lender], as an Issuing Lender 4 To be added only if the consent of the Administrative Agent or Swingline Lender is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of Percentage Revolving Revolving Assigned of Facility Assigned Commitment/Loans Commitment/Loans Revolving for all Lenders Amount of Assigned Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 2 Revolving Committed Amount $ $ % $ $ % Effective Date: _____________, 20____ $ $ % _________________ $ $ % [7. Trade Date: ]3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment Revolving Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to3 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]4 Accepted: ASSIGNOR [NAME BANK OF ASSIGNOR] AMERICA, N.A., as Agent By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:]5 NORDSTROM, INC., as Borrower . By: Name: Title: ] 1 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 1 Select as applicable. Aggregate Amount of Commitment/Loans Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Advances Assigned* Percentage Assigned of Commitment/Loans3 Commitment/ Advances2 CUSIP Number $ $ % $ $ % $ $ % $ $ % [7. Trade Date: ______________]3 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [Signatures to Follow] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans Commitment/Advances of all Lenders thereunderthereunder 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR_____________________] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE______________________] By: Name: Title: [Consented to and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASPNC BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]5 [Name of Relevant Party]] By: Name: Title: ] 1 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 where the consent of the Borrower and/or other parties (e.g. Swing Line Lender/the Issuing Lender) is required by the terms of the Credit Agreement. XXXXX 0 XXXXXXXX XXXXX AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders4 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/Loans3 Commitment5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ____________________________________]6 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 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: 4 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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. The terms set forth in this 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. Form of Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: and Assumption [Consented to and1 and]7 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 [Consented to: [●]]8 By: Title: 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 8 To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assignor[s]1 Assignee[s]2 Aggregate Amount of Commitment/Commitment/ Loans for all Lenders Lenders3 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ Commitment/ Loans4 $ % $ $ % [7. Trade Date: ]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.] 1 List each Assignor, as appropriate. 2 Fill List each Assignee, as appropriate. 3 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 and1 and]1 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]2 By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 Commitment2 CUSIP Number Revolving Credit Loan $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 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 and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]5 By: Name: Title: ] 1 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 Borrowers and/or other parties (e.g. Swing Line Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assignor[s]9 Assignee[s]10 Aggregate Amount of Commitment/Loans for all Lenders Lenders11 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans12 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]13 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]14 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] Agent[Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower ,] [and] Swing Line Lender [and L/C Issuer] By: Name: Title: ] 1 [Consented to:]15 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 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/Loans3 Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]11 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.] 2 Fill 6 If Applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 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: ASSIGNOR ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:][12] By: Name: Title: ] 1 12 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]4 APOLLO GROUP, INC. 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. e.g., “Revolving Credit Dollar Tranche Commitment” or “Multicurrency Tranche Commitment”, “Term Loans”, etc.) ). 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. ANNEX I STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of [Term Percentage Assigned [Term Loan Loan Commitment] of [Term Loan Commitment] [Term [Term Loans] Commitment] [Term Facility Assigned Loans] for all Lenders Assigned Loans]2 Term Loans $ $ % [7. Trade Date: ____________ ]3 2 Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans for of all Lenders Amount thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. THEREFOR.]4 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: [NOVELIS INC., as Borrower]5 By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 4 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 5 To be added only if the consent approval of the Administrative Agent such person is required by the terms of the Credit Agreement.. ANNEX 1 to Assignment and Assumption NOVELIS INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: Commitment/ Loans CUSIP Number _________ $___________ $___, 20______ ________% _________ $___________ $_________ _________% _________ $___________ $_________ ________% [7. Trade Date: ] Form of Assignment and Assumption Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCDEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] [Consented to:] By: Title: Form of Assignment and Assumption ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of CommitmentInitial Commitments/Loans for For all Lenders Aggregate Amount of Increased Commitments/Loans For all Lenders Amount of Initial Commitment/Loans Assigned Amount of Increased Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans $ $ % $ $ % $ $ $ $ $ $ $ $ $ $ $ [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:] By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT DATED AS OF MAY 23, 2014 AMONG COVIDIEN INTERNATIONAL FINANCE S.A., AS BORROWER, COVIDIEN PLC, THE LENDERS PARTIES THERETO, AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Facility Assigned2 all Lenders* Assigned* Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ] 4 Effective Date: _____________, 2020 ___ [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]5 Accepted: BANK OF AMERICA, N.A. as Administrative Agent By Title: [LCC INTERNATIONAL, INC.]6 By Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) ). * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, be determined as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 of the Trade Date. 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Advances1 Revolving Credit $________________ $________________ ______________% $ $ % [7. Trade Date: __________________]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 The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set 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. 1Set forth, to at least 9 decimals, as a percentage of the Commitment Loans Commitment/Advances of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: PEPSICO, INC., as Borrower . By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Commitments / Loans for Class of Loans Assigned Aggregate Amount of Commitments / Loans held1 Aggregate Amount of Commitments / Loans assigned2 Percentage of Commitments / Loans assigned $ [ ] $ _____ _____ % 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 Loans of all Lenders Amount thereunder. Form of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Assignment and Acceptance 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: NameTitle: Form of Assignment and Acceptance Consented to and Accepted: BARCLAYS BANK PLC, as the Agent By: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASto:]3 PROFRAC SERVICES, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 3 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. Form of Assignment and Acceptance ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans2 $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment are hereby agreed toand Assumption [Consented to and] Accepted: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCADMINISTRATIVE AGENT], as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:] By: Name: Title: ] Form of Assignment and Assumption ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 16 Select as applicable. Facility Assigned2 Assigned17 Aggregate Amount of Commitment/Loans for all Lenders under the Facility Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans18 $ $ % $ $ % 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 ___________________________ 17 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., “Revolving Credit Commitment”, “Term Loans”, ,” etc.) 3 ). 18 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: NameTitle: [Consented to and]19 Accepted: [NAME OF BORROWER] By: Title: [NAME OF ADMINISTRATIVE AGENT], 20as Administrative Agent By: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Titleto:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower NAME OF RELEVANT PARTY] By: Name: Title: ] 1 _________________________________ 17 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. ANNEX 1 TO EXHIBIT M FIRST HUNTINGDON FINANCE CORP. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans15 Term Loan Facility $ $ % Revolving Credit Facility $ $ % [7. Trade Date: ]16 15 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 16 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] 17 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC.Brasa (Holdings) Inc., as Borrower By: Name: Title: ] 1 [JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer By: Name: Title: ]18 17 To be added only if included to the extent consent is required. 18 To be completed to the extent assignment is of the Administrative Agent a Revolving Credit Commitment or consent is required by the terms of the Credit Agreement.otherwise required. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Percentage Commitment/Loans Lo Amount of Assigned of Facility ans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Lo Commitment/Loans3 Lo Assigned2 Lenders3 ans Assigned3 ans4 CUSIP Number $ $ % $ $ % Effective $ $ % [7. Trade Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, ,” “Term Loans”, Commitment,” etc.) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]6 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCLXXXXX COMMERCIAL PAPER INC., as Administrative Agent ByBy Title: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: to:]7 DXXXX PET CARE COMPANY By Title: ] 1 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Percentage Commitment/ Amount of Assigned of Loans for all Commitment/ Commitment/ Facility Assigned Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans Revolving Loans $ $ % Letters of Credit $ $ % 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: NXXXXX INDUSTRIES, INC. By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS: CITIBANK, INC.N.A., as Borrower Issuing Bank By: Name: Title: ] WXXXX FARGO BANK, NATIONAL ASSOCIATION as Issuing Bank By: Name: Title: ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.to Assignment and Assumption NXXXXX INDUSTRIES, INC. CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 CUSIP Number $ $ % $ $ % [7. Trade Date: ____________________________]4 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] ____________________ 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 Term Loan Commitment”, “Term Loans”, etc.) ). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this 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. Form of Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] and Assumption By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Exhibit D-1 Form of Assignment and Assumption [Consented to and1 and]5 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCCANTOR XXXXXXXXXX SECURITIES, as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: [CONTURA ENERGY, INC., as Borrower ] By: Name: Title: ] 1 ]6 _____________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment/ Advances for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment/ Advances1 $________________ $________________ ______________% $ $ % [7. Trade Date:__________________]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 The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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 Commitment/Advances of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASCITIBANK, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto: PEPSICO, INC., as Borrower . By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Class ofCommitment/Loans Aggregate Amount of Commitment/Loans for Loansfor all Lenders of theapplicable Class Amount of Commitment/Loans Assigned Percentage Assigned PercentageAssigned ofCommitment/ Loans of Commitment/Loans3 $ $ % the applicable Class 2 $ $ % Effective Date: _____________, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] ]. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders of the applicable Class thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ], by Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ], by Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent ByAgent, by Title: NameConsented to: Title:] [Consented to:2 LXXXXX POOL PRODUCTSLIMITED BRANDS, INC., as Borrower By: Name: by Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.LIMITED BRANDS, INC. AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Facilities Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders4 Amount of Commitment/Loans Assigned Assigned3 Percentage Assigned of Commitment/Loans3 Loans5 CUSIP Number (if appl $ $ % $ $ % $ $ % 7. Trade Date: ]6 [INTENTIONALLY LEFT BLANK] 4 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. 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. 1.1(16) - 3 CREDIT AGREEMENT 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCTHE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS: LITHIA MASTER GP COMPANY, INC., in its capacity and as general partner of LITHIA MASTER LP COMPANY, LP as Master Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders of Assignor prior to Trade Date Amount of Commitment/Loans of Assignee prior to Trade Date Amount of Loans Assigned Percentage Assigned Amount of Commitment/Loans3 Loans of Assignor after Trade Date Amount of Loans of Assignee after Trade Date $ $ % $ $ % $ [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: ________________________________ Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: ________________________________ Title: [Consented to and1 and]3 Accepted: NOMURA CORPORATE FUNDING AMERICASJPMorgan Chase Bank, LLCN.A., as Administrative Agent By: Name________________________________ Title: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to:]4 BLACK HILLS CORPORATION By: Name: ________________________________ Title: ] 1 __________________________________ 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. 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 4 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment/ Assigned* Percentage Assigned of Commitment/Loans3 Commitment2 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]3 Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 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. Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: and Assumption [Consented to and1 and]4 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: [Consented to:]5 By: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: Loans2 __________3 $ $ % ___, 20_______ $ $ % __________ $ $ % 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]4 Accepted: CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH, as Administrative Agent By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 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”, “Term LoansB Commitment”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder). The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 4 To be added only if the consent a Revolving Credit Commitment is assigned. Form of the Administrative Agent Assignment and Assumption [Consented to: [ ]., as Issuing Bank By: Title:]5 [Consented to: DAVITA, INC. By: Title:]6 5 To be added only if a Revolving Credit Commitment is required by the terms of the Credit Agreementassigned.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders * Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans2 Revolving Commitment $ $ % $ $ % [7. Trade Date: ]3 Effective Date: _____________, 20___ 201 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth 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”and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]4 Accepted: BANK OF AMERICA, “Term Loans”N.A. as Agent By Title: [Consented to:]5 [BANK OF AMERICA, etc.) 3 N.A., as L/C Issuer][and Swing Line Lender] By Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer] By Title: [REGIONS BANK, as L/C Issuer] * Amount 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 3 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Class of Commitments/Loans2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 CUSIP Number Backstop Tranche Commitment/Loan $ $ % Purchase Tranche Commitment/Loan $ $ % $ $ % 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.] 2 Fill in For each assignment of Purchase Tranche Loans or Backstop Tranche Loans, as applicable, a ratable interest of the appropriate terminology for the types other Class of facilities under the Credit Agreement that are being assigned under this Assignment Loans (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.if any) shall also be assigned. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXXX XXXXXXX SENIOR FUNDING, LLC, INC. as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower BORROWER(S)] By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment/Loans for all Lenders Lenders10 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]12 Effective Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.20 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [ ] 2 Fill By: Title: ASSIGNEE [ ] By: Title: 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to12 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 Accepted: ASSIGNOR [NAME OF ASSIGNORJPMORGAN CHASE BANK, N.A., as Administrative Agent] 13 [ ] By: NameTitle: Consented to: [CLIFFS NATURAL RESOURCES INC.] 14 [ ] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.

Assigned Interest. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans6 $ $ % $ $ % Effective $ $ % [7. Trade Date: ______________]7 Effective Date: , 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 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]8 Accepted: BANK OF AMERICA, N.A. as Agent By 5 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 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. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 7 To be added only completed if the consent Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Administrative Agent is required by the terms of the Credit AgreementTrade Date.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Revolving Commitment Assigned Commitment Amount Percentage Assigned Amount of Commitment/Revolving Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ $________________ $________________ ______________% $ $ % $______________ [7. Trade Date: __________________] Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH WHICH, SUBJECT TO SECTION 15.9.1 OF THE CREDIT AGREEMENT, 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: [Consented to: MIDDLEBY MARSHALL INC. By: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: OTHER REQUIRED CONSENTS] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AGREEMENT [___________________] STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AGREEMENT

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 Commitment1 Revolving Advances $ ________________ $ ________________ ______________ % $ $ % Or [TO BE USED IN THE CASE OF AN AFFILIATE ASSIGNMENT ONLY] Amount of Advance Assigned Warehouse Asset to which Assigned Advance Relates $________________ ________________ 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 The terms set forth 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”and Assumption are hereby agreed to: ASSIGNOR [XXXXXX XXXXXXX BANK, “Term Loans”, etc.) 3 N.A.] By: Title: Authorized Signatory 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. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXXX XXXXXXX SENIOR FUNDING, LLC, INC. as Administrative Agent By: NameTitle: Title:] Authorized Signatory [Consented to:2 LXXXXX POOL PRODUCTSto: [ ], INC., as Borrower on behalf of [ ] By: Name: Title: Title:][NOT REQUIRED IN THE CASE OF AN AFFILIATE ASSIGNMENT] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION BCRED MAROON PEAK FUNDING LLC CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 Loans Revolving Facility $ $ % $ $ % [7. Trade Date: , 20 ]2 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [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. 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 and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASJPMORGAN CHASE BANK, LLCN.A., as Administrative Agent By: Name: Title:] [: Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower to (if applicable): XXXXX XXXXXX INCORPORATED By: Name: Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans Commitment for all Lenders Lenders* Amount of Commitment/Loans Assigned Commitment Assigned* Percentage Assigned of Commitment/Loans3 $ $ Commitment2 CUSIP Number _____________ $________________ $________________ ______________% $ $ _____________ $________________ $________________ ______________% Effective _____________ $________________ $________________ ______________% [7. Trade Date: _____________, 20___ ___] 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: 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. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: and Assumption [Consented to and1 and] 4 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:] 5 BEARINGPOINT, INC., as Borrower . By: Name: Title: ] 1 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assignor[s]2 Assignee[s]3 Aggregate Amount of Commitment/Loans for all Lenders Lenders4 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans5 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth 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”and Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 List each Assignor, “Term Loans”as appropriate. 3 List each Assignee, etc.) 3 as appropriate. 4 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 Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]6 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCSUNTRUST BANK, as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:]7 XXXXXX HEALTHCARE, INC., as Borrower a Delaware corporation By: Name: Title: ] 1 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assigned Aggregate Amount of CommitmentCommitments/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans (set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder) Commitment Assigned $ $ % Loans $ $ % Fees Assigned (if any): $ $ % 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. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXX FARGO BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent ByBy Title: NameConsented to: Title:] [Consented to:2 LXXXXX POOL PRODUCTSXXXXX-XXXXX, INC., as Borrower By: Name: . By Title: ] ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 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/Loans3 $ $ % $ $ Credit Exposure1 Letter of Credit Facility $_______________ $_______________ ____________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFORREGISTER.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name Title ASSIGNEE [NAME OF ASSIGNEE] By: Name Title 1 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans / Credit Exposure of all Lenders Banks thereunder. The terms set forth in this Assignment are hereby agreed to[Consented to and]2 Accepted: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCADMINISTRATIVE AGENT], as Administrative Agent By: NameName Title [Consented to:]3 [NAME OF ISSUING BANK], as Issuing Bank By: Name Title [Consented to:]4 [NAME OF RELEVANT PARTY] By: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/Loans for all Lenders Lenders7 Amount of Commitment/Loans Assigned Percentage Assigned of Loans 8 CUSIP Number [7. Trade Date: ] 9 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans3 $ $ % $ $ % Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assignment 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR ASSIGNOR[S] [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE ASSIGNEE[S] [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] 10 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:] 11 [GRAPHIC PACKAGING INTERNATIONAL, INC.LLC, as Borrower Borrower] [ , as ] By: Name: Title: ] 1 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: Loans CUSIP Number $_____________, 20__ $ _______________ ______________ % $_______________ $ _______________ ______________ % [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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASWACHOVIA BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTSto:] WACHOVIA BANK, INC.NATIONAL ASSOCIATION, as Borrower Issuing Bank By: Name: Title: ] [Consented to:] ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned3 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill 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: 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, ,” “Term Loans”, Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set 4Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXX FARGO BANK, LLCNATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: :__________________________________ Name: Title: Consented to: [NAME OF RELEVANT PARTY] By:__________________________________ Name: Title: 92 ANNEX 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.[__________________]5 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Assigned5 Aggregate Amount of Commitment/Loans for all Lenders Lenders* Amount of Commitment/Loans Assigned Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Loans6 4 Select as applicable. 5 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 Term Loan Commitment”, “Term Loans”, ,” etc.) 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. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment Commitment/Loans of all Lenders thereunder. $ $ % $ $ % $ $ % [7. Trade Date: ______________]7 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: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and]8 Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent ByBy Title: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTSto:]9 [VECTREN CAPITAL, INCCORP., as Borrower By: Name: ] By Title: ] 1 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. 8 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned2 Aggregate Amount 1 Select as applicable. Type of Commitment/Loan Assigned Total Loans for of all Lenders Amount of Commitment/Loans Assigned Assigned2 Percentage Assigned of Commitment/Loans3 [ ] $ $ [ ]% $ $ % 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 nine decimals, as a percentage of the 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: [WABASH NATIONAL CORPORATION]4 By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICASXXXXXX XXXXXXX SENIOR FUNDING, LLCINC., as the Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 4 To be added only if completed to the extent consent of the Administrative Agent is required by the terms under Section 13.6(b)(i)(A) of the Credit Agreement.. ANNEX 1 to Assignment and Assumption STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s] Assignee[s] Facility Assigned2 Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans3 Commitment/ Loans CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ] Form of Assignment and Assumption 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.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 and] Accepted: NOMURA CORPORATE FUNDING AMERICASBANK OF AMERICA, LLCN.A., as Administrative Agent By: NameTitle: [Consented to:] By: Title:] : Form of Assignment and Assumption [Consented to:2 LXXXXX POOL PRODUCTSto: CONSTELLATION BRANDS, INC., as Borrower . By: Name: Title: ] Title:]1 1 To be added included only if the Borrower’s consent of the Administrative Agent is required by the terms Section 9.04 of the Credit Agreement.. Form of Assignment and Assumption ANNEX 1 TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders All Lenders* Amount of Commitment/Loans Assigned Loan Assigned* Percentage Assigned of Commitment/Loans3 Aggregate Amount of Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill The terms set forth in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 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. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 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 and1 and]3 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLCKEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title:] : [Consented to:2 LXXXXX POOL PRODUCTSto:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, INC.LP, as Borrower a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: ] 1 _________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.