Common use of Assigned Interest Clause in Contracts

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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 Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures, Section 11.15 of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthand applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [_________________________________ NAME OF ASSIGNOR] ASSIGNOR By:______________________________ Name: Title: [_________________________________ NAME OF ASSIGNEE] ASSIGNEE 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 Commitment”). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:]5 AUTONATION, INC. By________________________________ Title: [NAME OF FRONTING ISSUING BANKANY OTHER RELEVANT PARTY] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders1 Amount of Commitment/LC Exposure Assigned Commitment Assigned* Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Effective Date: Commitment2 ____________________3 $________________ $________________ ______________% ____________________ $________________ $________________ ______________% ____________________ $________________ $________________ ______________% [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:_____Title: [NAME OF ASSIGNEE] Title: _________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: 1Amount 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 Commitment/Loans of all Lenders thereunder. 3Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 068800 000057 DALLAS 1872243.4 Form of Assignment and Assumption [Consented to and]3 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]6 FERRELLGAS, L.P. By_______: Ferrellgas, Inc., as its general partner _________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 6To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuers) is required by the terms of the Credit Agreement. 068800 000057 DALLAS 1872243.4 Form of Assignment and Assumption

Assigned Interest. Facility Assigned1 Aggregate Assigned AggregateAmount ofCommitmentfor all Lenders* Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % ofCommitmentAssigned* PercentageAssigned ofCommitment2 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.] 1 Fill in _______________________ * Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Effective Date. 2 Set 2Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Commitment of all Banks 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: [NAME OF ASSIGNOR] By:_: _____________________________ Name: Title: [NAME OF ASSIGNEE] By:_: _____________________________ Name: Title: [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]5 By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 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 Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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[, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 _____________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [NAME OF FRONTING ISSUING BANKASSIGNEE] By: _____________________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION Byto and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By ____________________________________ Name: Title: 3 To [Consented to:]5 [NAME OF RELEVANT PARTY] By _____________________________________ Title: ____________________________ 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement. [______________________]6

Assigned Interest. Facility Assigned1 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment8 $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% $ ________________ $ _________ ____________% [8. Trade Date: __________________]9 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]10 By: Title: 5 List each Assignor, as appropriate. 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Amounts in this column and in the 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Commitment of all Banks Lenders thereunder. The terms set forth in this Assignment 9 To be completed if the Assignor and Assumption are hereby agreed to: [NAME OF ASSIGNOR] the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). By:______________________________ Name: Title: [NAME OF ASSIGNEE] ASSIGNEE[S]11 By:______________________________ Name: Title: [By: Title: Consented to and]3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] XXXXX XX WH LLC, as Borrower By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if the consent of the Administrative Agent is required by the terms of the Credit Agreementapplicable).

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). _______________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] : By:____________: __________________ Name: Title: [NAME OF ASSIGNEE] By:__________________ Title: __________________ ASSIGNEE: By: __________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By__________________ Title: __________________ Consented to and Accepted: UNION BANK, N.A., as [Administrative Agent,] 3 Swingline Lender and Issuing Bank By: __________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By__________________ Title: __________________ XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: __________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By__________________ Title: __________________ BANK OF AMERICA, N.A., as an Issuing Bank By: __________________ Name: __________________ Title: __________________ CITIBANK, N.A., as an Issuing Bank By: __________________ Name: __________________ Title: __________________ U.S. BANK NATIONAL ASSOCIATION, as an Issuing Bank By: __________________ Name: __________________ Title: __________________ [If additional Issuing Banks, add additional signature blocks for consent] _______________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement (See Section 9.04(b) of the Credit Agreement). [Consented to:] 4 HOLLYFRONTIER CORPORATION, as Borrower By: __________________ Name: __________________ Title: __________________ _______________ 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. (See Section 9.0(b) of the Credit Agreement).

Assigned Interest. Facility Assigned1 Percentage Assigned Of Aggregate Amount of All Amount of Commitment/ Outstanding Commitment/LC Exposure Loans Loans CUSIP Commitments/ Assignor[s]5 Assignee[s]6 for all Banks Amount of Commitment/LC Exposure Lenders7 Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Number Loans $_______________ $_________ [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.] 1 Fill 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 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 counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 To be completed if the Assignor and the Assignee intend that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, the minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Commitment/LC Exposure of all Banks thereunderTrade 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 and]3 and]9 Accepted: JPMORGAN CHASE MIZUHO BANK, N.A.LTD., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: TECH DATA CORPORATION, as Borrower By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 ]10 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 10 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Assignor[s] Assignee[s] FacilityAssigned AggregateAmount ofCommitment/Loansfor all Lenders Amount of CommitmentofCommitment/LC Exposure for all Banks Amount of CommitmentLoansAssigned PercentageAssigned ofCommitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Loans CUSIP Number [8. 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 THEREFORTHEREFORE.] 1 ] 29. List each Assignor, as appropriate. 30. List each Assignee, as appropriate. 31. Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "i.e. “Dollar Term B-1 Loans”, “Euro Term B-1 Loans”, “Term B-2 Loans” and “Revolving Credit Commitment," "Term Loan Commitment," etc/Loans”.). 32. 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. 33. Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 34. To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:_: _____________________________ Name: Title: [NAME OF ASSIGNEE] By:_: _____________________________ Name: Title: Domestic Lending Office: Eurodollar Lending Office: [Consented to and]3 and] Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:] By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 : 35. To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 36. To be added only if the consent of the Co-Borrowers and/or other parties (e.g. Swing Line Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]3 Assignee[s]4 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders5* Amount of Commitment/LC Exposure Assigned Commitment Assigned* Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment 6 CUSIP Number [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.] 1 Fill in 3 List each Assignor, as appropriate. 4 List each Assignee, as appropriate. 5 ** * Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Effective Date. 2 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks 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 and]3 and] 8 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent [, New Vehicle By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:] 9 SONIC AUTOMOTIVE, INC. By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 8 To be added only if the consent of the Administrative Agent Agent, New Vehicle Swing Line Lender or Used Vehicle Swing Line Lender, as applicable, is required by the terms of the Credit Agreement. 9 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Revolving Commitment/LC Exposure Loans for all Banks Lenders Amount of Revolving Commitment/LC Exposure Loans Assigned Percentage Assigned of Revolving Commitment/LC Exposure2 Loans2 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.] 1 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 Commitment," "Term Loan Commitment," etc.). 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 Revolving Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment 3 To be completed if the Assignor and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION BANK OF AMERICA, N.A., as Swing Line Lender By________________________________ Name: Title: 3 [Consented to:]6 BANK OF AMERICA, N.A., as L/C Issuer By: Title: XXXXX FARGO, NATIONAL ASSOCIATION, as L/C Issuer By: Title: [[ ], as L/C Issuer By: Title:] U.S. BANK, NATIONAL ASSOCIATION, as L/C Issuer By: Title: [[ ], as L/C Issuer By: Title:] 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. 6 To be added only if the consent of the L/C Issuers is required by the terms of the Credit Agreement. [Consented to:]7 NORDSTROM, INC. By: Title: 7 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders* Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Loans3 $ $ % $ $ % $ $ % [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:]6 [NAME BANK OF FRONTING ISSUING BANKAMERICA, N.A., as L/C Issuer][and Swing Line Lender] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION 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 Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as 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. 1 Select as applicable. Facility Assigned1 Assigned 2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans 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.] 1 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ​ By ​ ​​ ​​ ​​ ​​ ​ Title: ​ [NAME OF ASSIGNEE] ​ By ​ ​​ ​​ ​​ ​​ ​ Title: ​ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "” “Term Loan Commitment," Loans”, etc.). 2 ) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent ​ By_:________________________________ Name: _____________________________ Title: ______________________________ ​ ​ [Consented to:]4 to:]5 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] ​ By:________________________________ Name: _____________________________ Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned PercentageAssigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment8 CUSIP Number [7. Trade Date: __________________] 9 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill _______________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Commitment of all Banks 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:__: ____________________________ Name: Title: [NAME OF ASSIGNEE] By:__: ____________________________ Name: Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., N.A. as Administrative Agent Swing Line Lender and L/C Issuer By: _________________________________ Name: Title: [Consented to:]4 [NAME to and]10 Accepted: BANK OF FRONTING ISSUING BANK] AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: _______________ 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]5 LINCOLN NATIONAL CORPORATION to:]11 INVESCO FINANCE PLC By: _________________________________ Name: Title: 3 _______________ 11 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. 1. Representations and Warranties.

Assigned Interest. Assignor [s]5 Assignee [s]6 Facility Assigned1 Assigned7 Aggregate Amount of Commitment/LC Exposure Commitment/ Loans for all Banks Lenders8 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment/ Loans9 CUSIP Number [8. Trade Date: ]10 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "e.g., “Series A Revolving Credit Commitment," "Term Loan ”, “Series B Revolving Credit Commitment," ”, “Revolving Credit Loans”, etc.). 2 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]11 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 to:]12 [NAME OF FRONTING ISSUING BANKL/C Issuer] By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 12 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]13 [Swing Line Lender] By: Name: Title: [Consented to]:14 APX GROUP, INC. By: Name: Title: 13 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Amount of Percentage Assigned Commitment/Loans/LC Commitment/Loans/ of Commitment/ Exposure for all Banks Amount of Commitment/Lenders LC Exposure Assigned Percentage Assigned of CommitmentLoans/LC Exposure2 $ $ % $ $ % Exposure(1) $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment ---------- (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 1) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/LC Exposure of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Acceptedand accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ Name: Title: [ISSUING BANK], as Issuing Bank By:_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:](2) AMERADA XXXX CORPORATION By:________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To ---------- (2) The Company's consent will not be added only required if an Event of Default has occurred and is continuing or the consent assignment is to an Affiliate of the Administrative Agent is required by the terms of the Credit Agreement.Assignor. ANNEX I AMERADA XXXX CORPORATION CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

Assigned Interest. Facility Assigned1 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/LC Exposure Term Loans for all Banks Term Lenders7 Amount of Commitment/LC Exposure Term Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ Term Loans8 $__________ $__________ __________% $ $ $__________ $__________ __________% $ $ $__________ $__________ __________% $__________ $__________ __________% [7. Trade Date: __________________]9 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Term Loans of all Banks Term 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Name Title: [NAME OF ASSIGNEE] By:______________________________ Name: Name Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANKand Accepted:]10 PEAK6 INVESTMENTS, N.A.L.P., as Administrative Agent By_________________________________ Name: Name Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]11 INTERSECTIONS INC., as Borrower Representative By________________________________ Name: Name Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be added only if unless such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund. 11 To be added unless: (i) an Event of Default has occurred and is continuing at the time of assignment, or (ii) the assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund; provided that the Borrower Representative shall have deemed to consent of the to any assignment unless it shall object by written notice to Administrative Agent is required by the terms of the Credit Agreementwithin five (5) Business Days after having received notice thereof.

Assigned Interest. Assignor[s]20 Assignee[s]21 Facility Assigned1 Assigned22 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders23 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans24 CUSIP Number _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % _________ $ ________________ $ _________ ____________ % [7. Trade Date: __________________]25 18 Include if an Affiliated Lender 19 Include if an Affiliated Lender 20 List each Assignor, as appropriate. 21 List each Assignee, as appropriate. 22 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Term B Commitment”, etc.). 23 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. 24 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure2 $ $ % $ $ % $ $ % Loans of all Lenders thereunder. 25 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ][, in its capacity as an Affiliated Lender]26 By:______________________________ Name: Title: [NAME OF ASSIGNEE] ][, in its capacity as an Affiliated Lender]27 By:______________________________ Name: Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only 26 Include if the consent of the Administrative Agent is required by the terms of the Credit Agreement.an Affiliated Lender 27 Include if an Affiliated Lender

Assigned Interest. Assignor Assignee Facility Assigned1 Assigned6 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment/ Loans8 CUSIP Number [7. Trade Date: ]9 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.] 1 ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Credit Commitment," "” or “Incremental Term Loan Commitment," etc.”). 2 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/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment 9 To be completed if the Assignor and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 and]10 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]11 By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Domestic Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of CommitmentAGGREGATE AMOUNT OF AMOUNT OF PERCENTAGE COMMITMENT/LC Exposure for all Banks Amount of CommitmentLOANS COMMITMENT/LC Exposure Assigned Percentage Assigned of CommitmentLOANS ASSIGNED OF FACILITY ASSIGNED FOR ALL LENDERS* ASSIGNED* COMMITMENT/LC Exposure2 $ $ % $ $ % $ $ % Effective Date: LOANS(1) CUSIP NUMBER ----------------- ---------------- ---------------- ------------------- ------------ ___________ $____________ $________________ ______________% ___________ $____________ $________________ ______________% [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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. (1) Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder. (2) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 and](3) Accepted: JPMORGAN CHASE FLEET NATIONAL BANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:](4) By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 ------------------ (3) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 90641609v9 Facility Assigned1 Aggregate Amount of Commitment/LC Exposure [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] for all Banks Lenders Amount of Commitment/LC Exposure [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans]2 $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 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 Affiliates 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 Commitment," "Term Loan Commitment," etc.). 2 Set forthAssignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [ASSIGNOR _________________________________ NAME OF ASSIGNOR] ASSIGNOR By:______________________________ Name: Title: [Title:]3 _________________________________ NAME OF ASSIGNEE] ASSIGNEE By:______________________________ Name: Title: 1 Include “3-Year Revolving Facility” or “5-Year Revolving Facility”, as applicable 2 Set forth, to at least 9 decimals, as a percentage of the [3-Year Revolving Commitments/3-Year Revolving Loans] [5-Year Revolving Commitments/5-Year Revolving Loans] of all Lenders. 3 Assignor’s signature not required if the assignment is being made pursuant to Section 2.18(c) of the Credit Agreement. #90641609v9 [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:] [NAME OF FRONTING ISSUING BANK] DELTA AIR LINES, INC.]5 By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION INSERT NAME ], as Issuing Lender6 By________________________________ Name: Title: 3 To be added only if the 4 No consent of the Administrative Agent shall be required if the Assignee is a Lender or an Affiliate of a Lender. 5 If such consent is required by the terms of under the Credit Agreement. 6 No consent of any Issuing Lender shall be required if the Assignee is a Lender or an Affiliate of a Lender. #90641609v9 Credit Agreement dated as of April 19, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Delta Air Lines, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A. (together with its permitted successors in such capacity), as Administrative Agent.

Assigned Interest. Facility Assigned1 Aggregate Assignor[s]5 Assignee[s]6 FacilityAssigned7 AggregateAmount ofCommitment/Loansfor all Lenders8 Amount of CommitmentofCommitment/LC Exposure for all Banks Amount of CommitmentLoansAssigned PercentageAssigned ofCommitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Loans9 CUSIPNumber [8. Trade Date: __________________]10 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "“Term B Loans”, “Revolving Credit Commitment," "”, “Refinancing Term Loan Commitment," Loans”, “Extended Term Loans”, etc.). 2 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 Acceptedand]11 Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A.THE BANK OF NOVA SCOTIA, as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]12 SCOTIABANK DE PUERTO RICO, as L/C Issuer By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 12 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]13 SCOTIABANK DE PUERTO RICO, as Swing Line Lender By: Name: Title: [Consented to]:14 LIBERTY CABLEVISION OF PUERTO RICO LLC By: Name: Title: 13 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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 Company, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthother Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 ASSIGNEE [NAME OF FRONTING ISSUING BANKASSIGNOR] 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., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [Consented to:]5 LINCOLN NATIONAL CORPORATION and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Name: Title: 3 [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Loans Assigned1 Percentage Assigned of CommitmentAggregate Commitments/LC Exposure2 Loans of all Lenders Assigned2 Revolving Facility – US Dollar Tranche $ $ % $ $ Revolving Facility – Multicurrency Tranche $/[currency] $/[currency] % Term 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.] 1 Fill ] 1. Must comply with the minimum assignment amounts set forth in the appropriate terminology for the types Section 9.04(c)(i) of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etcAgreement.) 2. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks thereunderLenders under the applicable facility. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:____________], AS ASSIGNOR By __________________ Name: Title: [NAME OF ASSIGNEE] By:], AS ASSIGNEE3 By __________________ Name: Title: 3. The Assignee must deliver to the Borrower all applicable Tax forms required to be delivered by it under Section 2.19(f) of the Credit Agreement. [Consented to and]4 Accepted by: JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, By __________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_______________by:] [NAME OF EACH ISSUING BANK,]5 By __________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By______________EACH SWINGLINE LENDER,]6 By __________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By______________BROADRIDGE FINANCIAL SOLUTIONS, INC.,]7 By __________________ Name: Title: 3 To be added only if the : 4. No consent of the Administrative Agent is required by for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. 5. Required in the terms case of any assignment of all or any portion of a US Dollar Tranche Revolving Commitment or any Lender’s obligations in respect of its LC Exposure. Prepare a separate signature block for each Issuing Bank. 6. Required in the case of any assignment of all or any portion of a US Dollar Tranche Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure. Prepare a separate signature block for each Swingline Lender. 7. No consent of the Credit AgreementBorrower is required for an assignment of to a Lender, an Affiliate of a Lender or an Approved Fund, or, if an Event of Default has occurred and is continuing, to any other assignee.

Assigned Interest. Facility Assigned1 Assigned3 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Loans Assigned4 Percentage Assigned of Commitment/LC Exposure2 Loans5 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented 3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) * Amount to and]3 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. Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By:______________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] DIGITALOCEAN, LLC, as the Borrower]7 By:______________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement7 If required.

Assigned Interest. Facility Assigned1 Assignor 1 Assignee 2 Aggregate Amount of Commitment/LC Exposure Advances for all Banks Lenders 3 Amount of Commitment/LC Exposure Advances Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Advances 4 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]5 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: 1 List each Assignor, as appropriate. 2 List each Assignee, as appropriate. 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/Advances of all Lenders thereunder. 5 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. [Consented to and]3 and]6 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 to:]7 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By: ________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Assignor[s]7 Assignee[s]8 for all Banks Amount of Commitment/LC Exposure Lenders9 Assigned Percentage Assigned of Commitment/LC Exposure2 Loans10 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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: [7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Consented to and]3 and Accepted: [JPMORGAN CHASE BANK, N.A., as Administrative Agent ByAgent] 12 [_________________________________ Name] By: Title: Consented to: [Consented to:]4 CLIFFS NATURAL RESOURCES INC.] 13 [NAME OF FRONTING ISSUING BANK] By________________________________ Name] By: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement. 13 To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders** Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 _____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]5Accepted: JPMORGAN CHASE BANK, N.A. as Agent By: Title: [Consented to]6: [CADENCE DESIGN SYSTEMS, INC., a Delaware corporation] By: Title: ______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement. 6To be added only if the consent of the Borrower is required by the terms of the Loan Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]11 Assignee[s]12 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Loans Assigned13 Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Effective Date: Commitment/ Loans14 $________________ $_______________ ______________% [7. Trade Date: __________________]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.] 1 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 Commitment," "Term Loan Commitment," etc.)and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 11 List each Assignor, as appropriate. 2 12 List each Assignee, as appropriate. 13 Amount 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/LC Exposure Commitment of all Banks Lenders thereunder. The terms set forth in this Assignment 15 To be completed if the Assignor and Assumption are hereby agreed to: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNOR] ADMINISTRATIVE AGENT], as Administrative Agent By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent to:]16 [NAME OF RELEVANT PARTY] By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 16 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]4 Assignee[s]5 Facility Assigned1 Assigned 6 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment 8 CUSIP Number ______________ $ ______________ $ % $ $ % $ $ % Effective Date: ______________ ___, 20_________ % ______________ $ ______________ $______________ ____________% ______________ $ ______________ $ ______________ ____________ % [7. Trade Date: ] 9 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Credit Commitment," "Term Loan Commitment," ”, etc.). 2 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/LC Exposure Commitment of all Banks 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and] 10 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:] 11 By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 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 Assigned1 Assigned8 Aggregate Amount of Revolving Credit Commitment/LC Exposure Loans for all Banks Lenders9 Amount of Revolving Credit Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Revolving Credit Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % Effective Date: ________________ $ ___, 20______ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 ____________ % $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "e.g., “Revolving CommitmentCredit Commitments," "Term Loan Commitment” “Extended Revolving Credit Agreements," ” etc.). 2 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/LC Exposure Loans of all Banks Lenders thereunder. [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]12 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKto: [ ] By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 ]13 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]4 Assignee[s]5 Aggregate Commitment/Loans of all Lenders Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Loans6 CUSIP Number $ _______________ $ _________ ___________ % $ _______________ $ _________ ___________ % $ _______________ $ _________ ___________ % [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)4 List each Assignor, as appropriate. 2 5 List each Assignee, as appropriate. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 7 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]1 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]2 AFFILIATED MANAGERS GROUP, INC. By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/LC Exposure Commitment / Loans for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment / Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment / Loans 8 CUSIP Number 6. [Trade Date: __________________]9 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]10 Accepted: JPMORGAN CHASE BANK, N.A.BANK OF MONTREAL, as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]11 By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be added only if the consent of the Borrowers and/or the L/C Issuers and/or the Swing Line Lender is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]8 Assignee[s]9 Facility Assigned1 Assigned10 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders11 Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Loans12 CUSIP Number $ $ % $ $ % $ $ % [8. Trade Date: ]13 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Fill in the appropriate terminology for the Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B-1 Loans or Term B-2 Loans”, “Revolving Credit Commitment”, “Refinancing Term Loans”, “Extended Term Loans”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 Acceptedand]14 Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A.THE BANK OF NOVA SCOTIA, as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME to:]15 THE BANK OF FRONTING ISSUING BANK] NOVA SCOTIA, as L/C Issuer By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 15 To be added only if the consent of L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]16 THE BANK OF NOVA SCOTIA, as Swing Line Lender By: Name: Title: [Consented to]:17 CABLE & WIRELESS LIMITED By: Name: Title: 16 To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders* Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Loans3 $ $ % $ $ % $ $ % [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:]6 [NAME BANK OF FRONTING ISSUING BANKAMERICA, N.A., as L/C Issuer][and Swing Line Lender] By________________________________ Name: Title: [Consented to:]5 LINCOLN XXXXX FARGO BANK, NATIONAL CORPORATION ASSOCIATION, as L/C Issuer] By________________________________ Name: Title: [JPMORGAN CHASE BANK, N.A., as L/C Issuer] By________________________________ Title: [MUFG UNION BANK, N.A., as L/C Issuer] By________________________________ Title: [________________, as L/C Issuer] By________________________________ Title: [VECTREN UTILITY HOLDINGS, INC.] By________________________________ Title: 1 Select as applicable. 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned7 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders* Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Loans8 $ $ % $ $ % $ $ % Effective [7. Trade Date: _____________ __]9 ___, 20__________________________ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)) * 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 8Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 9To 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 AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]10Accepted: JPMORGAN CHASE BANK, N.A. as Agent By: Title: [Consented to]11: [JPMORGAN CHASE BANK, N.A. as L/C Issuer][and Swing Line Lender] By: Title: [CADENCE DESIGN SYSTEMS, INC., a Delaware corporation] By: Title: ______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 11To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned1 Assigned8 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders9 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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 “Term B Commitment," "Term Loan Commitment," ”, etc.). 2 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/LC Exposure Loans of all Banks 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 and]3 and]12 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]13 EXOPACK, LLC By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION CELLO-FOIL PRODUCTS, INC. By________________________________ Name: Title: 3 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ Loans3 Tranche A Commitment [$] [$] % $ $ Tranche B Commitment [$] [$] % $ $ Revolving Commitment [$] [$] % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill The Assignee (in the appropriate terminology for case of an Assignee that is not a Lender) agrees to deliver to the types of facilities under Administrative Agent a completed Administrative Questionnaire in which the Credit Agreement that are being assigned under this Assignment Assignee designates one or more credit contacts to whom all syndicate-level information (e.g. "Revolving Commitment," "Term which may contain material non-public information about the Loan Commitment," etc.)Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 2 Revolving Credit (includes participations in Letters of Credit) / Competitive Loans 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Issuing Lender By_________________________________ Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender By_________________________________ Name: Title: ROYAL BANK OF CANADA, as Issuing Lender By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]5 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 5 To be added only if the consent of the Administrative Agent Kimco is required by the terms of the Credit Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [_________________________________ NAME OF ASSIGNOR] ASSIGNOR By:______________________________ Name: Title: [_________________________________ NAME OF ASSIGNEE] ASSIGNEE By:______________________________ Name: Title: _________________________________ 1Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Tranche A Term Commitment,” “Tranche B Term Commitment”). 2Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. 509265-1594-11436-13799415 [Consented to and]3 and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. WORLD WRESTLING ENTERTAINMENT, INC. By________________________________ Name: Title: [NAME OF FRONTING ISSUING BANKANY OTHER RELEVANT PARTY] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To 3To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 4To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement. 509265-1594-11436-13799415

Assigned Interest. Facility Assigned1 Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/LC Exposure Commitment/ Loans for all Banks Lenders9 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % 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.] 1 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKto:][12] By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 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. Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders (including any Letter of Credit Draws) * Amount of Commitment/LC Exposure Loans Assigned ** Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Base Rate Loans Percentage Assigned of Commitment/LC Exposure2 Loans22 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. CUSIP Number Eurocurrency Rate Loans $ $ ________% Competitive Bid Loans $ $ _______% Letter of Credit participations interest $ $ _______% Swingline Loan participations interest $ $ _______% [7. Trade Date: ______________]33 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:: ______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., acting in its capacity as Administrative Agent By_____________: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as Swingline Lender By: Name: Title: BANK OF AMERICA, N.A., acting in its capacity as L/C Issuer By: Name: Title: [Consented to: LIBERTY PROPERTY LIMITED PARTNERSHIP, By: Liberty Property Trust, its general partner By: ____________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 Title:]44 To be added only if the consent of the Administrative Agent is extent required by the terms of under the Credit Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Assignor6 Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans7 $ $ __________ % $ $ __________ % $ $ __________ % Effective [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.] 1 Fill 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 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 Commitment," "Term Loan Commitment," etc.)counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 7 Set forth, to at least 9 nine (9) decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]9 Accepted: JPMORGAN CHASE BANKBank of America, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]10 XXXXXXXXXX.XXX, INC., as Borrower By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 10 To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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 Company, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthother Borrowers and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 ASSIGNEE [NAME OF FRONTING ISSUING BANKASSIGNOR] 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., “Global Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [Consented to:]5 LINCOLN NATIONAL CORPORATION and an Issuing Bank and Swingline Lender]4 By: _________________________________________________ Name: Title: 3 [[__________], as an Issuing Bank]5 By: _________________________________________________ Title: [Consented to:]6 THE SCOTTS MIRACLE-GRO COMPANY By: _________________________________________________ Title: ________________________ 4 To be added only if the consent of the Administrative Agent Issuing Banks and the Swingline Lender is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks All Lenders* Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Aggregate Amount of Commitment/LC Exposure2 Loans1 $ $ % $ $ % $ $ % [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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By_: ________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Retail Opportunity Investments Corp., a Maryland corporation, its managing member By: ________________________________ Name: Title: [Consented to:]5 LINCOLN [KEYBANK NATIONAL CORPORATION ASSOCIATION, as L/C Issuer] By: ________________________________ Name: Title: [Consented to:]6 [KEYBANK NATIONAL ASSOCIATION, as Swing Line Lender] By: ________________________________ Name: Title: _____________________________ 3 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 Assigned1 Assigned 8 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders9 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment10 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.] 1 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 Loan Commitment," ”, etc.). 2 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/LC Exposure Loans of all Banks 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 and]3 and]12 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME to:]13 CORRECTIONS CORPORATION OF FRONTING ISSUING BANK] AMERICA, as Borrower By________________________________ Name: Title: BANK OF AMERICA, N.A., as Swingline Lender By: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION NAME OF ISSUING LENDER(S)], as Issuing Lender By________________________________ Name: Title: 3 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks All Lenders* Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of Aggregate Amount of Commitment/LC Exposure2 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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. 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 2 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: _______________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: _______________________________________ Name: Title: [Consented to:]5 LINCOLN [KEYBANK NATIONAL CORPORATION ASSOCIATION, as L/C Issuer] By: _______________________________________ Name: Title: _______________________________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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: :_____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By:_________________________________ Name: :______________________________ Title: :_______________________________ [Consented to:]4 to:]5 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By:________________________________ Name: :_____________________________ Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By_:_______________________________ Name: Title: 3 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Aggregate Amount of Commitment/LC Exposure Advances for all Banks Lenders* Amount of Commitment/LC Exposure Assigned Advances Assigned* Percentage Assigned of Commitment/LC Exposure2 Commitment/ Advances2 CUSIP Number $ $ % $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in * Amount to be adjusted by the appropriate terminology for counterparties to take into account any payments or prepayments made between the types of facilities under Trade Date and the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Effective Date. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Advances of all Banks thereunderLenders 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: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]4 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ : Name: Title: 3 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.

Assigned Interest. Facility Assigned1 Assignor[s]13 Assignee[s]14 Aggregate Commitments15 Amount of Commitment/Commitment/ LC Exposure for all Banks Amount of Commitment/LC Exposure Exposure/ Loans Assigned Percentage Assigned of Commitment/Commitment/ LC Exposure2 $ $ % $ $ % $ $ % Effective Date: Exposure/ Loans16 CUSIP Number $____________ $____________ ___, 20_______% $____________ $____________ __________% $____________ $____________ __________% [7. Trade Date: __________]17 Effective Date: _________, 201[_] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name13 List each Assignor, as appropriate. 14 List each Assignee, as appropriate. 15 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. 16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 17 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR[S] By: Title: [NAME OF ASSIGNEEASSIGNEE[S] By:__: Title: [Consented to and]18 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and/or Issuing Bank By: Title: ____________________________ 18 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. [Consented to:]19 FELCOR AUSTIN DOWNTOWN HOTEL, L.L.C. XXXXXX XXXXXX PLAZA OWNER, L.L.C. FELCOR/LAX HOTELS, L.L.C. CHARLESTON XXXXX HOUSE HOTEL, L.L.C. FELCOR SANTA XXXXXX OWNER, L.L.C. FELCOR UNION SQUARE HOTEL, L.L.C. FELCOR ST. XXXX OWNER, L.L.C. FELCOR AUSTIN DOWNTOWN LESSEE, L.L.C. XXXXXX XXXXXX PLAZA LEASING, L.L.C. FELCOR LAX LESSEE, L.L.C. CHARLESTON XXXXX HOUSE LESSEE, L.L.C. FELCOR SANTA XXXXXX LESSEE, L.L.C. FELCOR UNION SQUARE LESSEE, L.L.C. FELCOR ST. XXXX LEASING (SPE), L.L.C. In each case by: By: Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By___________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 19 To be added only if the consent of the Administrative Agent is Borrowers are required by the terms of the Credit Agreementunder Section 12.06(b)(iii)(A).

Assigned Interest. Facility Assigned1 Assigned9 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE CITIZENS BANK, N.A., as Administrative Agent By:______________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] TRC COMPANIES, INC. as the Borrower12 By:______________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Commitment,” etc.) 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 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. 12 If required.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [ASSIGNOR _________________________________ NAME OF ASSIGNOR] ASSIGNOR By:______________________________ Name: Title: [3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. _________________________________ NAME OF ASSIGNEE] ASSIGNEE By:______________________________ Name: Title: [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:]5 TD AMERITRADE HOLDING CORPORATION By________________________________ Title: [NAME OF FRONTING ISSUING BANKANY OTHER RELEVANT PARTY] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To 4To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned1 Assigned8 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders9 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Loans10 CUSIP Number Revolving Commitment $ $ % Term Commitment/ Term Loans $ $ % $ $ % $ $ % [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.] 1 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "”, “Term Loan Commitment," ”, etc.). 2 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/LC Exposure Loans of all Banks Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]12 Accepted: JPMORGAN CHASE BANK, N.A.KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]13 By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of [Term Loan Commitment/LC Exposure ] [Term Loans] for all Banks Lenders Amount of [Term Loan Commitment/LC Exposure ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/LC Exposure2 ] [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.] 1 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 Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderAdministrative Agent otherwise agrees. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:: Title: [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: [______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKDesignated Company] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 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

Assigned Interest. Assignor[s]4 Assignee[s]5 Facility Assigned1 Assigned6 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment / Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % [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.] 1 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "”, “Term Loan Commitment," ”, etc.). 2 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/LC Exposure Loans of all Banks 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. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]10 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]11 By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Commitment /Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment /Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks 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:___________________________ Name: Title: :____________________________ ASSIGNEE [NAME OF ASSIGNEE] By:_____________________________ Name:___________________________ 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 Commitment”, “Term Loan Commitment”, etc.). [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Issuing Bank and Swingline Lender By:_________________________________ Name: :______________________________ Title: :_______________________________ [Consented to:]4 [NAME OF FRONTING OTHER ISSUING BANK] BANKS], as Issuing Bank By:_________________________________ Name: :______________________________ Title: :_______________________________ [Consented to:]5 LINCOLN NATIONAL CORPORATION to:]4 PAPA JOHN’S INTERNATIONAL, INC. By:________________________________ Name: :_____________________________ Title: :_______________________________ 3 To be added only if the consent of the Administrative Agent Agent, any Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]4 Assignee[s]5 Facility Assigned1 Assigned 6 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders7 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment 8 CUSIP Number $ $ % $ $ % $ $ % [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.] 1 4 List each Assignor, as appropriate. 5 List each Assignee, as appropriate. 6 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Credit Commitment," "Term Loan Commitment," ”, etc.). 2 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/LC Exposure Commitment of all Banks Lenders thereunder. The terms set forth in this Assignment 9 To be completed if the Assignor and Assumption are hereby agreed to: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and] 10 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:] 11 By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. 11 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. [ ] 12

Assigned Interest. Facility Assigned1 Aggregate Amount to be adjusted by the counterparts to take into account any payments or prepayments made between the Trade Date and the Effective Date. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (“Revolving Loan” and “Swing Line Loan”). AggregateAmount ofCommitment/Loansfor all Lenders Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/LoansSet forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure for Loans of all Banks Amount Lenders thereunder. CUSIPNumber [0.Xxxxx Date:__________________]To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % 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.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKand] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:] To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement. By: Title:

Assigned Interest. Assignor[s]6 Assignee[s]7 Facility Assigned1 Assigned8 Aggregate Amount of Commitment/LC Exposure Commitment for all Banks Lenders9 Amount of Commitment/LC Exposure Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment10 CUSIP Number $ $ % $ $ % $ $ % Effective [7. Trade Date: _____________ ___, 20___ _] 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.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Credit Commitment," "Term Loan Commitment," ”, etc.). 2 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment 11 To be completed if the Assignor and Assumption are hereby agreed to: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNORASSIGNEE] By:______________________________ : Name: Title: [Consented to and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]13 CORECIVIC, INC., as Borrower By: Name: Title: BANK OF AMERICA, N.A., as Swingline Lender By: Name: Title: [NAME OF ASSIGNEE] ISSUING LENDER(S)], as Issuing Lender By:______________________________ : Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of [Term Loan Commitment/LC Exposure ] [Term Loans] for all Banks Lenders Amount of [Term Loan Commitment/LC Exposure ] [Term Loans] Assigned Percentage Assigned of [Term Loan Commitment/LC Exposure2 ] [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. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. THEREFOR.]4 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:: ______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 ASSIGNEE [NAME OF FRONTING ISSUING BANKASSIGNEE] By: ___________________________________ Title: Consented to and Accepted: [NOVELIS INC., as Borrower] 5 By: Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: ______________________________________ Name: Title: 3 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.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: :____________________________ Title: :_____________________________ [NAME OF ASSIGNEE] By:______________________________ Name: :___________________________ Title: :_____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 and]4 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent[, Issuing Bank and Swingline Lender] By_:________________________________ Name: :______________________________ Title: :_______________________________ [Consented to:]4 to:]5 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By:________________________________ Name: :______________________________ Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By_:_______________________________ Name: Title: 3 4 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest. Assignor List each Assignor, as appropriate. Assignee List each Assignee, as appropriate. Facility Assigned1 Assigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Letter of Credit Commitment,” etc.) Aggregate Amount of Commitment/LC Exposure Advances for all Banks Lenders Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount of Commitment/LC Exposure Advances Assigned Percentage Assigned of Commitment/LC Exposure2 Advances Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder. CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________] 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. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and] To be added only if the consent of the Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 to:] To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement. [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By: ________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.:

Assigned Interest. Facility Assigned1 Assignor[s]5 Assignee[s]6 Aggregate Commitments7 Amount of Commitment/Commitment/ LC Exposure for all Banks Amount of Commitment/LC Exposure Exposure/ Loans Assigned Percentage Assigned of Commitment/Commitment/ LC Exposure2 $ $ % $ $ % $ $ % Effective Date: Exposure/ Loans8 CUSIP Number $____________ $____________ ___, 20_______% $____________ $____________ __________% _________________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [7. Trade Date: __________]9 Effective Date: _________, 201[_] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 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 Commitment," "Term Loan Commitment," etc.). 2 Set forth, minimum assignment amount is to at least 9 decimals, be determined as a percentage of the Commitment/LC Exposure of all Banks thereunderTrade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]: [NAME OF ASSIGNORASSIGNOR[S] By:: Title: ASSIGNEE[S] By: Title: [Consented to and]10 Accepted: as Administrative Agent and/or Issuing Bank By: Title _________________________ 10 To be added only if the consent of the Administrative Agent and/or Issuing Bank is required by the terms of the Credit Agreement. a Delaware limited liability company By: Name: Title: a Delaware limited liability company By: Name: Title: a Delaware limited liability company By: Name: Title: By: Name: Title: a Delaware limited liability company By: Name: Title: ___________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 11 To be added only if the consent of the Administrative Agent is Borrowers are required by the terms of the Credit Agreement.under Section 12.06(b)(iii)(A). ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

Assigned Interest. Assignor[s]9 Assignee[s]10 Facility Assigned1 Assigned11 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders12 Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Effective Date: Commitment/ Loans13 CUSIP Number ________________ $________________ $________________ ___, 20_____________% ________________ $________________ $________________ ________________ % ________________ $________________ $________________ ________________% [8. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 9 List each Assignor, as appropriate. 10 List each Assignee, as appropriate. 11 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "Revolving Commitment," "Term Loan Commitment," “Initial Loans”, “Extended Loans”, etc.). 2 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. `The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ : Name: Title: [NAME OF ASSIGNEE] By:______________________________ : Name: Title: [Consented to and]3 and]15 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to J. CREW GROUP, INC. By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 ]:16 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Assignor[s]10 Assignee[s]11 Facility Assigned1 Assigned12 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders13 Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [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 Commitment," "Term Loan Commitment," ”, etc.). 2 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/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment 15 To be completed if the Assignor and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 and]16 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]17 By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitments/Loans for all Lenders* Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Loans Assigned* Percentage Assigned of CommitmentCommitments/LC Exposure2 Loans3 $ $ % $ $ % $ $ % [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.] 1 [signature pages follow] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "“Revolving Commitment," "Term Loan Commitment," etc.)Facility”) * 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 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/LC Exposure Loans of all Banks Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. CHAR1\1835093v3 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ], as the Assignor By:______________________________ : Name: Title: [NAME OF ASSIGNEE] ], as the Assignee By:______________________________ : Name: Title: [Consented to and]3 and]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as the Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 to:]6 [NAME BANK OF FRONTING ISSUING BANKAMERICA, N.A., as [the L/C Issuer][[and] the Swingline Lender] By________________________________ : Name: Title:] [ARHAUS, INC., a Delaware corporation By: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To :] 5To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 6To be added only if the consent of the Borrower and/or other parties (e.g. the L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 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.] 1 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, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.). 2 Set forthParties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, to at least 9 decimals, as a percentage of the Commitment/LC Exposure of all Banks thereunderincluding federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:_________________________ Name:_______________________ Name: Title: :________________________ ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_______________________ Title:________________________ 2Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Commitment,” etc.) 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent[, Issuing Bank and Swingline Lender] By: _________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By:_______________________ Title:________________________ [Consented to:]5 [NAME OF RELEVANT PARTY] By:_________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By:_______________________ Title:________________________ Name: Title: 3 To 4To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swingline Lender, as applicable, is required by the terms of the Credit Agreement. 5To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.