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 Assigned Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "” “Tranche B 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 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/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. 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]5 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., 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 ACADIA HEALTHCARE COMPANY, INC., a Delaware 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 Agreement.

Assigned Interest. Facility Assigned1 Assignor[s]4 Assignee[s]5 Aggregate Amount of Commitment/LC Exposure Commitments / Loans for all Banks Assignor6 Amount of Commitment/LC Exposure Commitments / Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitments / 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 Commitment 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 BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]10 SALESFORCE, 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. Facility Assigned1 Assigned 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 Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the appropriate terminology for Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the types benefit of facilities all “Bank Creditors” under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Intercreditor Agreement. 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_________________________________ Name2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKASSIGNOR] By: _____________________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION NAME OF ASSIGNEE] By: ______________________________________ Name: Title: [Consented to and]3 Accepted: JPMorgan Chase Bank, N.A., as Administrative Agent By _________________________ Title: [Consented to:]4 [Tupperware Brands Corporation By _________________________ Title:] [Consented to: JPMORGAN CHASE BANK, N.A., as Issuing Bank and as Swingline Lender By _________________________ 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] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. FacilityAssigned Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment, which shall not include Revolving Facility Assigned1 Aggregate Commitments or Revolving Facility Loans. AggregateAmount ofCommitment/Loansfor all Lenders Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure for Loans of all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Lenders thereunder. 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 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 Acceptance are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., 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 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 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___ 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 ______________________ 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 one]3 Accepted: THE BANK OF NOVA SCOTIA, as Administrative Agent By: Name: Title: [Consented to:]4 KIMCO REALTY CORPORATION By: Name: Title: ______________________ Name: Title: [NAME OF ASSIGNEE] By:________3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. ______________________ 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 Kimco is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of Commitment/LC Exposure2 [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“2021 Revolving CommitmentFacility," "” “2023 Revolving Facility,” “Tranche A-1 Term Loan Commitment," etc.Facility” or “Tranche A-2 Term Loan Facility”). 2 3 Set forth, to so at least 9 decimals, as a percentage of the Commitment/LC Exposure [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ : Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ : Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [Consented to and]3 Acceptednot a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name_Jurisdiction of Tax Residence: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By________________________________ __]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By_________], as Issuing Bank By: Name: Title: [[_______________________ ], as Issuing Bank]5 By: Name: Title: 3 [Consented to:]6 ▇▇▇▇▇▇▇ ▇▇▇▇ (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Administrative Agent Company or the Swiss Borrower is required by the terms of the Credit Agreement.

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 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 and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: Title: ________________________ 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 and] Accepted: JPMORGAN CHASE WELL▇ ▇▇▇GO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:] [NAME OF FRONTING ISSUING BANKFMC TECHNOLOGIES, INC.] 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 Aggregate Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Percentage Amount of Amount of Amount of Commitment/ Commitment/ Commitment/ Commitment/ Commitment/ Loans Loans Loans Loans Loans of Assignor of Assignee Assigned of Commitment/LC Exposure2 Assignor of Assignee prior to prior to after after [Effective] [Effective] [Effective] [Effective] [Trade] Date [Trade] Date [Trade] Date [Trade] Date _______________________________________________________________________________ $ $ % $ $ % $ $ % _______________________________________________________________________________ [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: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.ABN AMRO BANK N.V., 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. 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 Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their 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. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and to comply (and cause any Affiliate thereof which is the holder of any Bank Debt (as defined in the appropriate terminology for Intercreditor Agreement) to comply) with such terms and provisions. The foregoing agreement shall inure to the types benefit of facilities all “Bank Creditors” under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Intercreditor Agreement. 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:______________________________________ Name2 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 thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: 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 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.

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 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 Administrative Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term other 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:_____: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: _________________________ Name2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent Title: [Consented to:]3 [NAME OF ASSIGNEERELEVANT PARTY] By:_____Title: _________________________ 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 Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. 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. ­­­­­­­­­­­­­­­­­­­­­­­­ 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: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Competitive Loans”). [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKBORROWER] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION NAME OF ANY OTHER RELEVANT PARTY] 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 Aggregate Amount of Commitment/LC Exposure Revolver Commitment for all Banks Lenders: _____________________ Amount of Commitment/LC Exposure Assigned Revolver Commitment Assigned: _______________________ Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Assigned: __________________________ EXHIBIT E 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: [Consented to and]3 and Accepted: JPMORGAN CHASE ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to](1): Pier 1 Imports, 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 Borrower is required by the terms of the Credit Agreement.. ANNEX 1 TO ASSIGNMENT AND ASSUMPTION CREDIT AGREEMENT WITH PIER 1 IMPORTS, INC. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Assigned 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 $ $ % $ $ % $ $ % Loans CUSIP Number [7. Trade Date: __________________] Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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]1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 to:]2 To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. [NAME OF FRONTING ISSUING BANKCOMPANY] By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent E - # Describe Credit Agreement at option of the Administrative Agent is required by the terms of the Credit AgreementAgent.

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans1 Initial Term Loans $ $ % Delayed Draw Term Loans $ $ % 2025-1 Delayed Draw Term Loans $ $ % Effective Date: :_____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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) will be made available and who may receive such information in accordance with 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 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:: ______________________________________ Name: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. ASSIGNEE [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] to and]2 Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: ______________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION to: DROPBOX, INC., as Borrower By: ______________________________________ Name: Title: 3 Title:]3 2 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 3 To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders:3 $__________________ Amount of Commitment/LC Exposure Assigned Loans Assigned:2 $__________________ Percentage Assigned of Commitment/LC Exposure2 $ $ Loans:3 __________________% $ $ % $ $ % Effective [7. Trade Date: _____________ ___, 20___ ]4 2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 Acceptance 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 BANKCITIBANK, N.A., as Administrative Agent By_________________________________ NameBy Title: [Consented to:]6 [7-ELEVEN, INC.] [Name of Issuing Bank, as an Issuing Bank] By By Title: Title: [Consented to:]4 CITIBANK, N.A., as an Issuing Bank] [NAME OF FRONTING ISSUING BANKName of Issuing Bank, as an Issuing Bank] By________________________________ NameBy By Title: 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 Agreement. 6 To be added only if the consent of the Company and/or Issuing Banks is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount See Schedules attached hereto [7. Trade Date: ______________]4 [Remainder of Commitment/LC Exposure for all Banks Amount Page Intentionally Left Blank] 4 To be completed if the Assignor and the Assignees 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. 75501995_2 Effective Date: _____________ ___, 202____ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: [NAME OF ASSIGNEE] By:______________________________ Name: Title: ASSIGNEES See Schedules attached hereto 75501995_2 [Consented to and]3 and]5 Accepted: JPMORGAN CHASE ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent Agent, Issuing Lender and Swingline Lender By:_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]6 REALPAGE, INC. 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 and/or the Swingline Lender and Issuing Lender is required by the terms of the Credit Agreement. 6 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 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: ▇▇▇▇▇ 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 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: __________________ ▇▇▇▇▇ 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. Assignor Assignee Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Loans Assigned3 Percentage Assigned of Commitment/LC Exposure2 Loans3 CUSIP Number Initial Term B Loans $ $ % $ $ % [such other Tranche of Term Loans as has been established pursuant to the Credit Agreement] $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 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 BANKWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By:_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By:________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 Title:]5 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 Percentage Aggregate Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 Commitment/ Loans/ Commitment/ Commitment/ Synthetic Deposits for Loans/ Synthetic Loans/ Synthetic Facility Assigned all Lenders Deposits Assigned Deposits ----------------- ---------------------- ----------------- --------------- Revolving Loan $ $ % US Term Loan $ $ % Sterling Term Loan $ $ % Synthetic Deposit $ $ % Effective Date: [MONTH] __, 20__ The terms set forth in this Assignment and Acceptance are hereby agreed to as of the Effective Date: ASSIGNOR [NAME OF ASSIGNOR] By:________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:___, 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, Name: Title: Consented to at least 9 decimalsand Accepted: CREDIT SUISSE, 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] Administrative Agent By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.CHAMPION HOME BUILDERS CO., as Administrative Agent Borrower 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 Title:](1) (1) Consent of the Administrative Agent Borrower is required by the terms for assignments unless an Event of Defaults (as defined in the Credit Agreement.) has occurred and is continuing ▇▇▇▇▇ ▇

Assigned Interest. Assignor Assignee Facility Assigned1 Assigned14 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % Loans15 CUSIP Number $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: 14 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 “Initial Term B-1 Commitment," "”, “Additional Term Loan B-1 Commitment," etc”, “Initial Term B-2 Commitment”, “Additional Term B-2 Commitment” or “Initial Term B-3 Commitment”.). 2 ) 15 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]16 Accepted: JPMORGAN CHASE BANK, N.A.16 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. JEFFERIES FINANCE LLC, as Administrative Agent By:_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By:________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 Title:]17 17 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. The BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as the administrative agent and each collateral agent for the Lenders. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure for Loans of all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans1 $ 10,000,000 $ % $ $ % $ $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: _____________ ___, 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 Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By:: ______________________________ Name: Title: [NAME OF ASSIGNEE] By:: ______________________________ Name: Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANKCREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: _________________________________ Name: Name Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By: _________________________________ Name: Name Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION ROTECH HEALTHCARE INC.]1 By: _________________________________ Name: Name Title: 3 To be added only if the consent of the Administrative Agent is required by the terms 1 Pursuant to Section 9.04(b) of the Credit Agreement, Borrower consent is required for assignments of Commitments and Loans; provided that such consent of the Borrower shall (a) not be required (i) if such assignment is made to another Lender or an Affiliate of a Lender or a Related Fund or (ii) after the occurrence and during the continuance of an Event of Default and (b) be deemed given unless the Borrower shall have objected to such arrangement by written notice to the Administrative Agent within five Business Days after having received notice thereof.

Assigned Interest. Facility 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. Facility Assigned1 List below the Loans to be assigned by Assignor to Borrower, which shall be subject to the terms, conditions and procedures set forth in Section 10.6(i) of the Credit Agreement. Aggregate Amount of Commitment/LC Exposure for Loans of all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans2 $ $ % $ $ % $ $ % % 8. Borrower Assignment Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE BORROWER ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill in Set forth, to at least 9 decimals, as a percentage of the appropriate terminology for the types Loans of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)all Lenders thereunder. To be completed by Assignor. 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. 9. Notice and Wire Instructions: Notices: Notices: Attention: Attention: Telecopier: Telecopier: with a copy to: with a copy to: Attention: Attention: Telecopier: Telecopier: Wire Instructions: Wire Instructions: The Assignor acknowledges and agrees that its offer to assign Loans pursuant to Section 10.6(i) of the Credit Agreement constitutes the Assignor’s acceptance of the terms, conditions and procedures contained in Section 10.6(i) of the Credit Agreement, the other provisions of the Credit Agreement, the other Credit Documents and this Assignment. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By:______________________________ : Name: Title: [NAME OF ASSIGNEE] BORROWER By:______________________________ : Och-Ziff Holding Corporation, its general partner By: Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC, as Administrative Agent 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.Authorized Signatory

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.] The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: NAME OF ASSIGNOR By: Title: NAME OF ASSIGNEE By: Title: 1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "Term Loan Commitment," etc.” “Competitive Loans”). 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By____________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKBORROWER] By____________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION NAME OF ANY OTHER RELEVANT PARTY] 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 Amount of Notes Assigned Date of Issuance of Notes Assigned Aggregate Amount of Commitment/LC Exposure Notes for all Banks Amount of Commitment/LC Exposure Assigned Holders Percentage Assigned of Commitment/LC Exposure2 Notes $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ (the “Effective Date”) [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in the appropriate terminology for the types any number of facilities under the Credit Agreement that are being assigned under counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement. 2 Set forthThis Assignment Agreement shall be governed by, to at least 9 decimalsand construed in accordance with, as a percentage the law of the Commitment/LC Exposure State of all Banks thereunderNew York. The terms set forth in this Assignment and Assumption Agreement are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:________________________________ Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By:________________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] BELLATRIX EXPLORATION LTD. 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 Issuer is required by the terms of the Credit Note Purchase Agreement.

Assigned Interest. Facility Assigned1 Class and Type Assigned2 Aggregate Amount of CommitmentCommitments/LC Exposure Loans for all Banks Lenders Amount of CommitmentCommitments/LC Exposure Loans Assigned Percentage Assigned of CommitmentCommitments/LC Exposure2 Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20_202__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 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 e.g., “Dollar Commitments” or “Multicurrency Commitment," "Term Loan Commitment," ”, etc.). 2 ) 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/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: MUFG Bank, Ltd., as an Issuing Bank By: Name: Title: Sumitomo Mitsui Banking Corporation, as an Issuing Bank By: Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] Consentedto:]5 OWL ROCK CAPITAL CORPORATION III 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 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 other 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: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_______________________________________ Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]4 [NAME OF FRONTING ISSUING to and] 3 Accepted: JPMORGAN CHASE BANK] , N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION to:]4 [NAME OF RELEVANT PARTY] 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 Bank) is required by the terms of the Credit Agreement.

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 Amount of Multicurrency Commitment/Multicurrency Loans Assigned Applicable Percentage Assigned of Commitment/LC Exposure2 Loans Assigned2 $ $ $ % $ $ $ % $ $ $ % 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 Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME ASSIGNOR: By: Name: Title: ASSIGNEE: By: Name: Title: Consented to and Accepted: MUFG BANK, LTD., as Administrative Agent, Swingline Lender and Issuing Bank By: Name: Title: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank By: Name: Title: BANK OF ASSIGNOR] AMERICA, N.A., as an Issuing Bank By:______________________________ : Name: Title: CITIBANK, N.A., as an Issuing Bank By: Name: Title: THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Issuing Bank By: Name: Title: [NAME OF ASSIGNEEIf additional Issuing Banks, add additional signature blocks for consent] By:______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.to:]3 HOLLYFRONTIER CORPORATION, as Administrative Agent Borrower 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 Borrower is required by the terms of the Credit Agreement. (See Section 9.04(b) of the Credit Agreement).

Assigned Interest. 1 Select as appropriate. 2 Include bracketed language if there are either multiple Assignors or multiple Assignees. Facility Assigned1 Assigned 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 $ $ % $ $ % $ $ % 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: Consented to and Accepted: CITIBANK, N.A., AS Administrative Agent By: Title: [Consented to and]3 Acceptedto:]3 [Issuing Bank] By: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] SAILPOINT TECHNOLOGIES, INC. By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only Include any if the consent of the Administrative Agent is required by the terms of the Credit Agreement.pursuant to Section 9.04(b). 4 Include any if required pursuant to Section 9.04(b). ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

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 $ $ % $ $ % HOU:0007002/04558:1716085v10 $ $ % 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 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: [NAME OF ASSIGNOR] By:______________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: HOU:0007002/04558:1716085v10 [Consented to and]3 and] Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By:_________________________________ Name: Title: [Consented to:]4 to:] [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.HOU:0007002/04558:1716085v10

Assigned Interest. Facility Assigned1 Assigned3 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 Borrowers and their 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 are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR By:: Title: NAME OF ASSIGNEE By: Title: ______________________________ Name3 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,”). 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. Consented To: TitleINTERNATIONAL BUSINESS MACHINES CORPORATION By: [NAME OF ASSIGNEE] By:________________ Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: ________________ Name: Title: [Consented Consents required only to and]3 Acceptedthe extent expressly provided for in Section 11.8 of the Credit Agreement.] Accepted for Recordation in the Register: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________: ________________ Name: Title: [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 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 Aggregate Amount of Amount of Percentage Assigned Assigned \2 Commitment/LC Exposure Loans for all Banks Amount of Commitment/LC Exposure Loans of Commitment/ all Lenders 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 ----------------------- \2 Fill in the appropriate terminology for the types Types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., "Revolving Commitment,Eurodollar" or "Term Loan Commitment," etc.). 2 ABR") \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: ASSIGNOR [NAME OF ASSIGNOR] By:______________________________ Name: ------------------------------------ Title: ASSIGNEE [NAME OF ASSIGNEE] By:______________________________ Name: ------------------------------------ Title: [Consented to and]3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: ------------------------------------ Title: [Consented to:]4 [NAME OF FRONTING ISSUING ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dated as of August 19, 2005 among NELNET, INC., the LENDERS party thereto, JPMORGAN CHASE BANK] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the consent of the , N.A., as Administrative Agent, and CITIBANK,N.A., as Syndication Agent is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Commitment/ Loans for all Banks Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]4 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment Agreement are hereby agreed to: ASSIGNOR: Address: Attn: By: Phone: Name: Fax: Title: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Credit Commitment," "Term Loan Commitment," etc.). 2 ”) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks thereunder. The terms set forth in 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. NAI-1519170929v11 ASSIGNEE: Address: Attn: By: Phone: Name: Fax: Title: Accepted and Approved this Assignment day of , : AGENT: KEYBANK NATIONAL ASSOCIATION, as Agent By: Name: Title: Accepted and Assumption are hereby agreed toApproved this day of , : [NAME OF ASSIGNOR] THE DAVEY TREE EXPERT COMPANY]5 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 To 5To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. NAI-1519170929v11

Assigned Interest. Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Commitment Amounts / Credit Exposure for all Banks Amount of Commitment/LC Commitment / Credit Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ Credit Exposure1 Letter of Credit Facility $_______________ $_______________ ____________% Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT BANK AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.TRANSFER] 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 Set forth, to at least 9 decimals, as a percentage of the Commitment / Credit Exposure of all Banks thereunder. [NAME OF RELEVANT PARTY] By Title: 2 To be added only if the consent of the Company [and/or other Applicants] is required by the terms of the Facility Agreement. [See attached.] (this “Application and Agreement”) To: Crédit Agricole Corporate and Investment Bank (“Crédit Agricole CIB” or “you”) Issuing Office:___________________ Date:____________ 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 Application is required hereby by the terms undersigned (“Applicant”) made for the issuance by you of your irrevocable standby letter of credit (the Credit Agreement.“Credit”) in conformity with your practices and procedures and, to the extent not inconsistent therewith, in accordance with the following instructions:

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 forthGuarantor 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 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thererunder. [Consented to and]3 Accepted: JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A.National Association, as Administrative Agent ByBy __________________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] ByOld Republic Capital Corporation 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 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. Facility Assigned1 Assigned 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 Revolving Facility $ $ % $ $ % Term Loan 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 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.)Guarantors and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. ________________________ 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks thereunderLenders. The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [_________________________________ NAME OF ASSIGNOR] ASSIGNOR By:______________________________ Name: Title: [_________________________________ NAME OF ASSIGNEE] ASSIGNEE By:______________________________ Name: Title: [Consented to and]3 and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: Consented to:4 [Consented to:]4 [NAME OF FRONTING ISSUING BANKDELTA AIR LINES, INC.] By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION INSERT NAME ], as Issuing Lender5 By________________________________ Name: Title: ________________________ 3 To be added only if the No consent of the Administrative Agent shall be required for an assignment of Term Loans if the Assignee is required by the terms a Lender, an Affiliate of the Credit Agreementa Lender or an Approved Fund.

Assigned Interest. Facility Assigned1 Assignor[s] Assignee[s] Aggregate Amount of Commitment/LC Exposure Commitments/ Loans for all Banks Lenders6 Amount of Commitment/LC Exposure Commitments/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Commitments/ Loans7 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: _]8 Effective Date: _____________ ___, 20___ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Amounts in this column and in the appropriate terminology for column immediately to the types of facilities under right to be adjusted by the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving 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 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 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.

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 Class of Commitments/ Loans Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 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 “Dollar Commitment," "Term Loan ”, “Multicurrency Commitment," ”, 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[Consented to and]4 Accepted: [NAME OF ASSIGNOR] TRUIST BANK, as Administrative Agent By:______________________________ : Name: Title: [NAME OF ASSIGNEE] TRUIST BANK, as Issuing Bank By:______________________________ : Name: Title: Title:]5 [Consented to and]3 Acceptedto: JPMORGAN CHASE BANK, N.A., as Administrative Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIVATE CREDIT CORP. 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:]6 ANNEX 1 4 To be added only if when the consent of the Administrative Agent and/or the Issuing Banks is required by the terms of the Credit Agreement. 5 To be added only when the consent of the Issuing Banks 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 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ____________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. e.g., "Revolving Commitment," ", "Term Loan Commitment," ", etc.). 2 3 Set forth, to so at least lest 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment Consented to and Assumption are hereby agreed toAccepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and Issuing Bank and Swingline Lender] By: Title: [NAME OF ASSIGNOR] By:[__________], as an Issuing Bank] By: Title: [Consented to:] 4 UNIVERSAL 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 4 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Revolving Credit Commitments/ Loans for all Banks Lenders2 Amount of CommitmentRevolving Credit Commitments/ Loans/LC Exposure Assigned Assigned3 Percentage Assigned of CommitmentRevolving Credit Commitments/LC Exposure2 $ $ % $ $ % $ $ Loans for all ▇▇▇▇▇▇▇▇ CUSIP Number Revolving Credit Commitments/ Loans $[ ] $/[Currency] % 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 Select as applicable 2 Amounts in this column and in the appropriate terminology for column immediately to the types right to be adjusted by the counterparties to take into account any payments or prepayments made between the Closing Date and the Trade Date. 3 Must comply with Section 10.7(b)(i) of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term Loan Commitment," etc.)Agreement. 2 4 Set forth, to at least 9 decimals, as a percentage of the CommitmentRevolving Credit Commitments/LC Exposure Loans of all Banks thereunderLenders. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By:: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]5 Accepted: U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [Consented to:]6 By: Name: Title: [Consented to:]7 [______________________________ ], as Issuing Lender 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 5 Not required if the consent Assignee is a Lender or an Affiliate of the Administrative Agent Assignor. 6 Not required if a Specified Event of Default has occurred and is continuing or if the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund. 7 Include consents of each Issuing Lender if required by the terms pursuant to Section 10.7(b)(iii) 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. 965928.02B-CHISR02A - MSW Facility Assigned1 Assigned Aggregate Amount of Commitment/LC Exposure U.S. Commitments for all Banks Lenders Amount of Commitment/LC Exposure U.S. Commitments Assigned Percentage Assigned of Commitment/LC Exposure2 U.S. Commitments3 $ $ % $ $ % $ $ % 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 Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving 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 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 BANKJPMorgan Chase Bank, N.A., as Administrative Agent By_________________________________ Name: Title: [965928.02B-CHISR02A - MSW Consented to:]4 to:5 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By_________________________________ Name: Title: 965928.02B-CHISR02A - MSW This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Consented to:]5 LINCOLN NATIONAL CORPORATION By_____________Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”)[1]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. Este documento de Cesión y ▇▇▇▇▇▇▇▇ (el “Documento de Cesión y ▇▇▇▇▇▇▇▇”) es suscrito por [Incluir nombre del Cedente] (el “Cedente”) y [Incluir nombre de Cesionario] (el “Cesionario”) en la Fecha de Efectividad (Effective Date) tal y como este término se describe más adelante. Salvo que en el presente documento se establezca lo contrario los términos en mayúscula tendrán el significado que a los mismos de les atribuye en el Contrato de Crédito que se define a continuación (tal y como el mismo sea modificado, novado extendido o refundido en cada momento, el “Contrato de Crédito”), copia del cual el Cesionario manifiesta ▇▇▇▇▇ recibido por parte del Cedente. Los Términos y Condiciones (Standard Terms and Conditions) fijados en el Anexo 1 que se adjunta al presente documento son por la presente incorporados por referencia y se consideran acordados y aceptados formando parte de este Documento de Cesión y ▇▇▇▇▇▇▇▇, del mismo modo que si se hubieran reproducido íntegramente en el presente documento. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the Por un precio acordado, el Cedente, por la presente, vende y cede irrevocablemente al Cesionario, y el Cesionario, por la presente, compra y adquiere del Cedente, con sujeción a y de conformidad con los Términos y Condiciones (Standard Terms and Conditions) y con el Contrato de Crédito en la Fecha de Efectividad (Effective Date) introducida por el Agente Administrativo (Administrative Agent) tal y como se dispone a continuación, (i) todos los derechos y obligaciones del Cedente en su condición de Acreditante (Lender) bajo el ___________________ Name: Title: 3 To be added only 1 Please note that any Assignee under Tranche B or Tranche C will need to obtain a Spanish Tax ID number, if it does not already have one. The Administrative Agent’s U.S. counsel can assist in obtaining such numbers. 1 Select as applicable. 965928.02B-CHISR02A - MSW extent related to the consent amount and percentage interest identified below of all of such outstanding rights and obligations of the Administrative Agent is required by Assignor under the terms respective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Contrato de Crédito y bajo cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo en la medida en que estén relacionados con los importes y porcentajes de participación que se identifican más abajo relativos a todos aquellos derechos y obligaciones del Cedente pendientes bajo las correspondientes financiaciones identificadas a continuación (incluyendo cualesquiera cartas de crédito (letters of credit), garantías o avales (guarantees) y préstamos ‘swingline’ (swingline loans) que estén incluidas en dichas financiaciones) y (ii) en la medida que esté permitido ceder bajo el correspondiente derecho aplicable, cualesquiera reclamaciones (claims), demandas (suits), acciones (causes of action) así como cualesquiera otros derechos del Cedente (en su condición de Acreditante) contra cualquier Persona, ya sea conocida o no, que ▇▇▇▇▇▇ o se encuentren relacionados con el Contrato de Crédito, cualesquiera otros documentos o instrumentos entregados y/o suscritos de conformidad con el mismo o las operaciones crediticias (loan transations) reguladas bajo el mismo o de alguna manera basadas en o relacionadas sin limitación con cualesquiera de los siguientes, reclamaciones contractuales (contract claims), reclamaciones extracontractuales (tort claims), reclamaciones penales (malpractise claims), reclamaciones legales (statutory claims) y cualesquiera otros tipos de reclamaciones por ley o equidad que estén relacionadas con los derechos y obligaciones vendidos y cedidos de conformidad con las cláusulas (i) y (ii) anteriores serán conjuntamente referidas como la “Participación Cedida”). Dicha venta y cesión se hace sin recurso frente al Cedente, y salvo que expresamente se establezca en este Documento e Cesión y ▇▇▇▇▇▇▇▇, sin manifestaciones ni garantía por el Cedente. 1. Assignor: 1. Cedente: 2. Assignee: 2. Cesionario: 965928.02B-CHISR02A - MSW [and is an Affiliate/Approved Fund of [identify Lender]1] [que es una Filial (Affiliate)/Fondo Aprobado (Approved Fund) de [identificar Acreditante]1] 3. Borrowers: General Cable Industries, Inc., General Cable Company Ltd., Silec Cable SAS, Norddeutsche Seekabelwerke GmbH, Grupo General Cable Sistemas, S.L. (formerly Grupo General Cable Sistemas, S.A., in process of conversion) and ECN Cable Group, S.L.

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. Facility Assigned1 Aggregate Amount ofCommitment/Loansfor all Lenderss Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of CommitmentAssignedofCommitment/LC Exposure2 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 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:: ______________________________ Name: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as [Consented to:]4 [NAME OF FRONTING ISSUING BANKAdministrative Agent,] 3 Swingline Lender and Issuing Bank By: __________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION CITIBANK, N.A., as an Issuing Bank By: __________________________________ Name: Title: BNP PARIBAS, as an Issuing Bank By: __________________________________ Name: Title: By: __________________________________ Name: Title: 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement (See Section 9.04(b) of the Credit Agreement). MIZUHO CORPORATE BANK, LTD., as an Issuing Bank By: ___________________________________ Name: Title: THE ROYAL BANK OF SCOTLAND PLC, as an Issuing Bank By: ___________________________________ Name: Title: Authorised Signatory [If additional Issuing Banks, add additional signature blocks for consent] [Consented to:] 4 VALERO ENERGY CORPORATION, as Borrower By: ___________________________________ Name: Title: 4 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. (See Section 9.04(b) 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. Facility Assigned1 Aggregate Amount of Amount of Commitment/LC Exposure Loans for all Banks Amount of Commitment/LC Exposure Assigned Loans Percentage Assigned of Facility Assigned Lenders Assigned 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 and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving 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 are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By:: ______________________________ Name: Title: ASSIGNOR [NAME OF ASSIGNEEASSIGNOR] By:: ______________________________ Name: Title: [Consented to and]3 Acceptedand accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_____By ____________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] By____to: PULTE MORTGAGE LLC 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.: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure Loans for all Banks All Lenders* Amount of Commitment/LC Exposure Assigned Loan Assigned* Percentage Assigned of Commitment/LC Exposure2 Aggregate Amount of Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 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: KEYBANK NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [NAME OF ASSIGNEE] Consented to:]4 RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership By:_____________: Retail Opportunity Investments GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: _________________ 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 Loan Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable. Exhibit E - 1 Revolving Commitment Assigned Aggregate Maximum Credit Amount for all Lenders Maximum Credit Amount Assigned Percentage Share Assigned of Revolving Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure 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 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] By :______________________________ Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Loans of all Lenders thereunder. [NAME OF ASSIGNEE] By:Consented to and3 Accepted: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By _________________________________ NameTitle: By _________________________________ Title: [Consented to and]3 Acceptedto:4 BLACK STONE MINERALS COMPANY, L.P. By: JPMORGAN CHASE BANKBSMC GP, N.A.L.L.C. By: Black Stone Minerals, as Administrative Agent L.P. By: Black Stone Minerals GP, L.L.C. 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 Aggregate Amount of Commitments/Loans For all Lenders Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Effective Loans [7. Trade Date: __________________] Effective Date: ______ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 BANKCITIBANK, 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 To be added only if the consent of the Administrative Agent is required by the terms of the Credit AgreementMULTI-YEAR SENIOR UNSECURED CREDIT AGREEMENT DATED AS OF MARCH 10, 2016, AMONG TYCO INTERNATIONAL HOLDING S.À ▇.▇., AS BORROWER, THE LENDERS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT

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. 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 ofCommitment25 CUSIP Number [7. Trade Date: __________________]26 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 25 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Commitment of all Banks Lenders thereunder. 26 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]27 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]28 By: _________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 27 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 Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans2 $ $ % $ $ % $ $ % Effective Date: _____________ ____, 20___ [TO BE INSERTED BY GLOBAL 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: [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: ___________________________________ Name: Title: 2 Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]5 LINCOLN NATIONAL CORPORATION to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Global Administrative Agent By: _______________________________________ NameTitle: [HARLEY-DAVIDSON, INC.] By: _______________________________________ Title: 3 To be added only if the consent of the Global Administrative Agent is required by the terms of the Credit Agreement. 4 To be added only if the consent of Harley 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 Assigned Aggregate Amount of Commitment/LC Exposure Commitment/ Advances for all Banks Lenders* Amount of Commitment/LC Exposure Assigned Commitment/ Advances Assigned* Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Commitment/ Advances1 [7. Trade Date: __________________]2 Effective Date: _____________ ______, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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:__________: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ____________________ Name: Title: *Amount to be adjusted to take into account any payments or prepayments made between the Trade Date and the Effective Date. [NAME OF ASSIGNEE1] By:______________________________ Name: Title: Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances 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 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: PEPSICO, INC. 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 Assigned3 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans4 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill The Assignee, if not already a Lender, 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 ASSIGNOR[NAME OF ASSIGNOR] By:______: Title: ASSIGNEE[NAME OF ASSIGNEE] By: Title: ________________________ Name: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: 3 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,” etc.) 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to and]3 and]5 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]6 BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner 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.

Assigned Interest. Facility Assigned1 Commitment Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans1 $ $ % $ $ % $ $ % 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: 1Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit F-2 [Consented to and]3 and]2 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]3 ▇▇▇▇▇ PETROLEUM COMPANY, LLC By________________________________ : Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To 2To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 3To 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.

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 Aggregate Principal Amount of Commitment/LC Exposure Term Loans for all Banks Lenders* Principal Amount of Commitment/LC Exposure Assigned Term Loans Assigned* Percentage Assigned of Commitment/LC Exposure2 Term 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 Acceptance 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] to: VERIZON COMMUNICATIONS INC. By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To Title:]4 * Amount to be added only if adjusted by the consent 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 Administrative Agent is required by the terms Commitment/Term Loans of the Credit Agreementall Lenders thereunder.

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 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 Agent a completed Administrative Questionnaire in which the appropriate terminology for Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the types of facilities under Borrower and its related parties or their respective securities) will be made available and who may receive such information in accordance with the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving 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 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______________________________By ___ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By________________________________ Name: By Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3To 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 ­­­­­­­­­­­­­­­­­­­­­­­­ Revolving Loans $ 750,000,000 $ % 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure for Loans of all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Commitment/LC Exposure2 $ $ % $ $ % $ $ % Lenders thereunder. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: [Consented to and]3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to:]2 ADVANCE STORES COMPANY, INCORPORATED By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 2 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. GUARANTEE AGREEMENT dated as of October 5, 2006, among ADVANCE AUTO PARTS, INC., a Delaware corporation (“Holdings” and the “Guarantor”), and JPMORGAN CHASE BANK, N.A., a New York banking corporation (“JPMCB”), as administrative agent (in such capacity, the “Administration Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Credit Agreement dated as of October 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Advance Stores Company, Incorporated, a Virginia corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and JPMCB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Borrower has elected that the Guarantor guarantee the Obligations (as defined below) by entering into this Guarantee Agreement. Holdings acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantor of a Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantor is willing to execute this Guarantee Agreement. Accordingly, the parties hereto agree as follows:

Assigned Interest. Facility Assigned1 1Select as applicable. Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 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 BANKASSIGNEE] By: ______________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By___: _____________________________ Name: Title: 3 To [Consented to:]3 DICE HOLDINGS, INC. By: _____________________________ Title: _______________________ 2Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lender thereunder. 3To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 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 $ $ % $ $ % $ $ % 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, if not already a Lender, 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 Borrowers, the Credit Agreement that are being assigned under 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 (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 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 Accepted: JPMORGAN CHASE PNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to: [NAME OF FRONTING ISSUING BANKRELEVANT PARTY] By________________________________ Name: TitleTitle:]4 [Consented to: [Consented to:]5 LINCOLN NATIONAL CORPORATION THE ▇▇▇▇▇▇ COMPANIES, INC., as Borrower By________________________________ Name: Title: :] [COOPERVISION INTERNATIONAL LIMITED, as Borrower By________________________________ Title:]]5 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]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 Commitment/ Loans13 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___9 List each Assignor, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 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," etc.B-1 Loans” or “Term B-2 Loans”). 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. [7. Trade Date: ]14 Effective Date: , 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: NEXEO SOLUTIONS, LLC 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. 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 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 MANAGER 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. 2 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender or 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 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. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 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. "e.g., “Revolving Commitment," "”, “Term Loan Commitment," ”, etc.). 2 3 Set forth, to so 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 Accepted: JPMORGAN CHASE ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent Agent[, Swingline Lender and an Issuing Bank] By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] LKQ CORPORATION By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION With a copy to: LKQ Corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇)]5 [BANK OF AMERICA, N.A., as an Issuing Bank By________________________________ Name: Title: 3 Title:]6 4 To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement. 5 To be added only if the consent of the Company is not 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 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 ▇▇▇▇▇ 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. 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 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:______: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: ________________________ Name2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Multicurrency Tranche Commitment”, “US Tranche Commitment”, “Term Loan Commitment”, etc.). 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent [and an Issuing Bank and Swingline Lender] 4 By: Title: [NAME OF ASSIGNEE] By:[__________], as an Issuing Bank] 5 By: Title: [Consented to:] 6 THE SCOTTS MIRACLE-GRO COMPANY By: Title: ________________________ 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 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 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 forthother Obligors 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,” “Tranche A Commitment,” “Tranche B Commitment,” etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and]3 and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: ALMOST FAMILY, INC., a Delaware corporation By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION By________________________________ Name: Title: 3 To be added only if the add consent of the Administrative Agent is required by the terms of the Credit Agreement.Issuing Bank]

Assigned Interest. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders3 Amount of Commitment/LC Exposure Loans Assigned 3 Percentage Assigned of Commitment/LC Exposure2 Loans 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] 5 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Commitment,” “Term Credit,” etc.) 3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: Title: [NAME OF ASSIGNEE] By:______________________________ Name: Title: ___, 20___ [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as To Be Inserted By Administrative Agent And Which Shall Be The Effective Date Of Recordation Of Transfer In The Register Therefor.] The terms set forth in this Assignment and Assumption are hereby agreed to: Assignor By: ___________________________________ Name: ______________________________ Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] _______________________________ Assignee By: ___________________________________ Name: ______________________________ Title: [_______________________________ Consented to:]5 LINCOLN NATIONAL CORPORATION to and Accepted: Fifth Third Bank, as Administrative Agent By: ________________________________ Name: ___________________________ Title: 3 ____________________________ [Consented to:] 6 By: ________________________________ Name: ___________________________ Title: ____________________________ 6 To be added only if the consent of the Administrative Agent Borrowers and/or other parties is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 1 Select as applicable Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 other 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: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANKASSIGNEE] By: ______________________________________ Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [Consented to:]5 LINCOLN NATIONAL CORPORATION to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank and Swingline Lender By___: _____________________________ NameTitle: [Consented to:]4 [NAME OF RELEVANT PARTY] By: _____________________________ 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 Assigned Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ Loans Assigned Percentage Assigned of Commitment/LC Exposure2 Loans¹ Global Revolving Commitment [$][€][£][CAD$][Mexican Pesos] [$][€][£][CAD$][Mexican Pesos] % U.S. Revolving Commitment $ $ % Tranche A Term Loans $ $ % Incremental Term Loans $ $ % Extended Term Loans $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: [____________________ ¹Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and]3 Accepted: and Accepted JPMORGAN CHASE BANK, N.A.N.A, as Administrative Agent By:_________________________________ Name: Title: [Consented to:]4 to:]² [NAME OF FRONTING ISSUING BANK] ], as Issuing Bank By:_________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL DELPHI CORPORATION By:_________________________________ Name: Title: 3 To ____________________ ²To be added only if the consent of an Issuing Bank or the Administrative Agent U.S. Parent Borrower, as applicable, 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 Loan Assigned* Percentage Assigned of Commitment/LC Exposure2 Aggregate Amount of Loans1 $ $ % $ $ % $ $ % [7. Trade Date: ______________]2 Effective Date: _____________ ___, 20201___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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 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 NATIONAL CORPORATION By____________________________ Title: _____________________________ Name: Title: ____________ 3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Loan Agreement.

Assigned Interest. Facility Assigned1 REVOLVING LOAN: Aggregate Amount of Commitment/LC Exposure Revolving Loan Commitment for all Banks Revolving Loan Lenders Amount of Commitment/LC Exposure Revolving Loan Commitment Assigned Percentage Assigned of Commitment/LC Exposure2 Revolving Loan Commitment2 $ $ % $ $ % TERM LOAN: Aggregate Amount of Term Loans for all Term Loan Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans3 $ $ % Effective Date: _____________ ___, 20___ 20 (the “Effective Date”) [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 Revolving Loan Commitment of all Banks Revolving Loan Lenders thereunder. 3 Set forth, to at least 9 decimals, as a percentage of the Term Loans of all Term Loan 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 AcceptedAccepted and Acknowledged this day of , : JPMORGAN CHASE BANK, N.A., as Administrative Agent [and as a Swing Line Lender]]4 By_________________________________ : Name: Title: THROUGH ITS CANADA BRANCH) as Canadian Administrative Agent [Consented to:]4 [NAME OF FRONTING ISSUING BANK] and as a Swing Line Lender]]5 By________________________________ : Name: Title: 4 Insert if required under Section 12.10.2(c)(ii) or (iii) of the Credit Agreement. 5 Insert if required under Section 12.10.2(c)(ii) or (iii) of the Credit Agreement. [Consented to:]5 LINCOLN NATIONAL CORPORATION BANK OF AMERICA, N.A, as an Issuer By________________________________ : Name: Title: 3 To be added only THROUGH ITS CANADA BRANCH), as an Issuer By: Name: Title:]6 [Accepted and Acknowledged this day of , : By: Name: Title: By: Name: Title:]7 6 Insert if the consent required under Section 12.10.2(c)(iii) of the Administrative Agent is Credit Agreement. 7 Insert applicable Borrowers, if required by the terms under Section 12.10.2(c)(i) 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: ▇▇▇▇▇ 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. (1) Select as applicable. Facility Assigned1 Aggregate Amount of Commitment/LC Exposure for all Banks Amount of Commitment/LC Exposure Assigned Percentage Assigned of Assigned(2) Commitment/LC Exposure2 Loans for all Lenders Commitment/Loans Assigned Commitment/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 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: : (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 thereunder. [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. (5) To be added only if the consent of the Borrower and/or other parties (e.

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 Administrative Borrower, the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Commitment," "Term other 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:_____: Title: [NAME OF ASSIGNEE] By: Title: _________________________ Name2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Exhibit A - Assignment and Assumption NYDOCS/1287812.1 Consented to and Accepted: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent Title: [Consented to:]3 [NAME OF ASSIGNEERELEVANT PARTY] By:_____Title: _________________________ 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 Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.. Exhibit A - Assignment and Assumption NYDOCS/1287812.1

Assigned Interest. Facility 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. Facility Assigned1 Assigned 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 Loans $ $ % $ $ % $ $ % [7. Trade Date: ______________] Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 Fill 4Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "“Revolving Commitment," "” “Term Loan Commitment," ” etc.)) * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 2 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/LC Exposure Loans of all Banks 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. 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]7 Accepted: JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 to:]8 [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 GREEN DOT CORPORATION, a Delaware corporation]9 By________________________________ : Name: Title: 3 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 8 To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest. Facility Assigned1 Class of Commitments Assigned2 Aggregate Amount of CommitmentCommitments/LC Exposure Loans for all Banks Lenders Amount of CommitmentCommitments/LC Exposure L oans Assigned Percentage Assigned of CommitmentCommitments/LC Exposure2 Loans3 $ $ % $ $ % $ $ % 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 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 “Dollar Commitment," "Term Loan ”, “Multicurrency Commitment," ”, etc.). 2 3 Set forth, to at least 9 decimals, as a percentage of the CommitmentCommitments/LC Exposure Loans of all Banks Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to[Consented to and]4 Accepted: [NAME OF ASSIGNOR] SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent By:______________________________ : Name: Title: [NAME OF ASSIGNEE] SUMITOMO MITSUI BANKING CORPORATION, as Issuing Bank By:______________________________ : Name: Title:]5 [Consented to:]6 BARINGS PRIVATE CREDIT CORPORATION 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 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 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 (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 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 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 KIMCO REALTY 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. Assignor Assignee Facility Assigned1 Assigned4 Aggregate Amount of Commitment/LC Exposure Commitment / Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Commitment / Loans Assigned3 Percentage Assigned of Commitment/LC Exposure2 Loans5 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Revolving Commitment”, “Extended Revolving Commitment”, “Refinancing Revolving Commitment” etc.) 5 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [NAME OF ASSIGNEE] By:: ______________________________ Name: Title: [Consented to and]3 and]6 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By: ________________________________ Name: TitleTitle:]7 [Consented to: [Consented to:]5 LINCOLN NATIONAL CORPORATION ●], as Issuing Lender By: ________________________________ Name: Title: 3 Title:]8 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 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. Facility Assigned1 Commitment Assigned 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 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: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. - [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A.[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By_________________________________ Name: Title: [Consented to:]4 [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. 1 Select as applicable. Facility Assigned1 Assigned2 Aggregate Amount of Commitment/LC Exposure Loans for all Banks Lenders Amount of Commitment/LC Exposure Commitment/ 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 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: [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: ______________________________________ NameTitle: 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.) 3Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank By: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION to:]4 DICE HOLDINGS, INC. By________________________________ Name: Title: 3 To 4To be added only if the consent of the Administrative Agent Company is required by the terms of the Credit Agreement.. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

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 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: Title: [Consented to and]3 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:___________________________ Title:____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term Loan Commitment”, etc.). [Consented to and]3 Accepted: Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [OTHER ISSUING BANKS], as Issuing Bank By: Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] PAPA JOHN’S INTERNATIONAL, INC. By________________________________ Name: Title: [Consented to:]5 LINCOLN NATIONAL CORPORATION 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. Facility Assigned1 Assigned 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 Term Loans $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 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: ______________________________ Name2 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans for all Lenders thereunder. [Consented to and]3 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [NAME OF ASSIGNEE] Consented to:]4 IHS INC. By:: Title: ______________________________ 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. 4 To be added only if the consent of IHS is required by the terms of the Credit Agreement.

Assigned Interest. Assignor Assignee Facility Assigned1 Assigned4 Aggregate Amount of Commitment/LC Exposure Commitment / Loans for all Banks Lenders Amount of Commitment/LC Exposure Assigned Commitment / Loans Assigned3 Percentage Assigned of Commitment/LC Exposure2 Loans5 CUSIP Number $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 1 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. "“Revolving Commitment," "”, “Initial Term Loan B Commitment," ” etc.). 2 ) 5 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]6 Accepted: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent By_________________________________ : Name: Title: [Consented to:]4 [NAME OF FRONTING ISSUING BANK] to: REVLON CONSUMER PRODUCTS CORPORATION, as Borrower By________________________________ : Name: TitleTitle:]7 [Consented to: [Consented to:]5 LINCOLN NATIONAL CORPORATION ●], as Issuing Lender By________________________________ : Name: Title: 3 Title:]8 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.