Common use of Assigned Interest[s] Clause in Contracts

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number [7. Trade Date: ___________________]4 Effective Date: ___________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]7 Assignee[s]8 FacilityAssigned9 AggregateAmount ofCommitment/Advancesfor all Lenders10 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of CommitmentofCommitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 AdvancesAssigned PercentageAssigned ofCommitment/Advances11 CUSIP Number [77 List each Assignor, as appropriate. Trade Date: ___________________]4 Effective Date: ___________8 List each Assignee, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility(e.g. “Revolving Credit Commitment”, after the Tranche A-1 Term Loan “Issuing Commitment”, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans Commitment/Advances of all Lenders thereunder. 4 [7. Trade Date: __________________]12 Effective Date: __________________, 20__ [TO BE INSERTED BY THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 12 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 Acceptance are hereby agreed to: [NAME OF ASSIGNEEASSIGNOR] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: _____________________________ Name: Title: [NAME OF ASSIGNEE] 5 By: _____________________________ Name: Title: Consented to and Accepted: BANK OF AMERICA, N.A., as Agent By: _________________________________ Name: Title: [Consented to:]13 By: _________________________________ Name: Title: 13 To be added only if the consent of the Administrative Agent Borrowers and/or other parties (e.g. Swing Line Lender, Issuing Banks) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]5 Assignee[s]6 Facility Assigned Assigned7 Aggregate Amount of Commitment/ Loans1 Loans for all Lenders for applicable Facility2 Lenders8 Amount of Commitment/Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans3 Assigned8 CUSIP Number $ $ $ $ $ $ [7. Trade Date: ___________________]4 9 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving A Commitment,” “Revolving B Commitment,” “Term A Commitment,” “Term B Commitment,” etc.) 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________[ , 20__ 20 ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ASSIGNOR[S]10 By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ ASSIGNEE[S]11 By: Name: Title: By: Name: Title: 10 Add additional signature blocks as needed. 11 Add additional signature blocks as needed. [Consented to and]5 and]12 Accepted: BANK [NAME OF AMERICA, N.A.ADMINISTRATIVE AGENT], as Administrative Agent By: ____________________ Name: _______________________ By Title: ________________________ [Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ to:]13 By Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor’s [Term] [Revolving] Loans/ [Commitments]7 Amount of Commitment/Loans [Term] [Revolving] Loans/ [Commitments] Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Assignor’s [7. Trade Date: Term] [Revolving] Loans/ [Commitments] Assigned8 Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignor Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignee $_________ $___________]4 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.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 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 Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]10 Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]11 AMERICAN AIRLINES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 10 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.02(b)(i) of the Credit Agreement. 11 To the extent required under Section 10.02(b)(i) of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 Type of Loan/Commitment Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor’s Loans/Commitments7 Amount of CommitmentLoans/ Commitments Assigned8 Percentage of Assignor’s Loans/ Commitments Assigned9 Resulting Loans/ Commitments Amount for Assignor Resulting Loans/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Commitments Amount for Assignee [$] [€]__ [$] [€]__ ________ % [$] [€]__ [$] [€]__ [$] [€]__ [$] [€]__ ________ % [$] [€]__ [$] [€]__ [$] [€]__ [$] [€]__ ________ % [$] [€]__ [$] [€]__ [7. Trade Date: _____________________]4 10 Effective Date: ______________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties counter-parties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 8 Subject to $1,000,000 minimum amount requirement in the case of Dollar Term Loans and €1,000,000 minimum amount requirement in the case of Euro Term Loans. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment Loans / Revolving Credit Loans Commitments of all Lenders thereunder. 4 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Datetrade date. [NAME OF ASSIGNEE] The terms set forth in this Assignment and Acceptance are hereby agreed to: By: Name: _______________________ Title: ________________________ By: Name: Title: [Consented to and]5 and]1 Accepted: BANK OF AMERICA, N.A.GLAS TRUST COMPANY LLC, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK OF AMERICA, N.A.to:]2 CONCORDIA INTERNATIONAL CORP., as an L/C Issuer and Swing Line Lender Borrower By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 1 To be added only if the consent extent required under Section 10.4(b)(B) of the Administrative Agent is required by the terms Credit Agreement but subject to Section 10.4(j) of the Credit Agreement. 2 To the extent required under Section 10.4(b)(A) of the Credit Agreement but subject to Section 10.4(j) of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]2 Assignee[s]3 Aggregate Amount of Commitment/ Loans1 Commitment/Loans for all Lenders for applicable Facility2 under Term Facility 4 Amount of Commitment/Loans Assigned under Term Facility Percentage Assigned of Commitment/ Loans3 Commitment/Loans under Term Facility 5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 6 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility2 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 3 List each Assignee and, Tranche A-2 Term Loan Commitmentif available, Tranche A-3 Term Loan Commitmentits market entity identifier, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 4 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 5 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 6 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 7 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 8 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). (….continued) [Consented to and]5 and]9 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK OF AMERICA, N.A.to:]10 CALLAWAY GOLF COMPANY, as an L/C Issuer and Swing Line Lender Borrower By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned Assigned8 Aggregate Amount of Commitment/ Loans1 Commitment for all Lenders for applicable Facility2 Lenders9 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 11 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 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 are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility(e.g. “Revolving Credit Commitment”, after the Tranche A-1 “Term Loan Commitment”, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender to:]13 [COMPANY] By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Revolving Commitment/ Loans1 Advances for all Lenders for applicable Facility2 Lenders5 Amount of Commitment/Loans Assigned Revolving Commitment/ Advances Assigned8 Percentage Assigned of Revolving Commitment/ Loans3 Advances6 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 7 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect ASSIGNEE[S] [NAME OF ASSIGNEE] By: Title: Consented to the Term Loan Facilityand Accepted: ▇▇▇▇▇ FARGO BANK, after the Tranche A-1 Term Loan CommitmentNATIONAL ASSOCIATION, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right as Administrative Agent By Title: 5 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 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans Commitment/Advances of all Lenders thereunder. 4 7 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to:]8 [NAME OF ASSIGNEEISSUING LENDERS] By: Name: _______________________ By Title: ________________________ [Consented to and]5 Accepted: BANK NAME OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ SWINGLINE LENDERS] By Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESNATIONAL OILWELL VARCO, INC. By: ____________________ Name: _______________________ By Title: ________________________] 5 To be added only 8 Borrower’s consent not necessary if the consent Event of the Administrative Agent is required by the terms of the Credit AgreementDefault exists.

Assigned Interest[s]. Assignor Assignee[s]3 Facility Assigned Assigned4 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders5 Amount of Commitment/ Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Loans6 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________, 20 ]7 3 List each Assignee, as appropriate. 4 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.) 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Title: Consented to and]5 and Accepted: THE BANK OF AMERICA, N.A.NEW YORK MELLON, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. :] [NAME OF RELEVANT PARTY] By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement:

Assigned Interest[s]. Facility Assigned (a) Revolving Credit Facility: Assignor[s]18 Assignee[s]19 Aggregate Amount of Commitment/ Loans1 Commitments/Revolving Credit Loans for all Lenders for applicable Facility2 Amount of Commitment/Commitments/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Loans3 Commitments/ Revolving Credit Loans20 CUSIP Number $ $ % $ $ % $ $ % 18 List each Assignor, as appropriate. 19 List each Assignee, as appropriate. 20 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. (b) Term Facility: Assignor[s]21 Assignee[s]22 Aggregate Amount of Term Loans for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans23 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 24 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan FacilityASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 21 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 22 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 23 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 24 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]25 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICAAgent, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. to:]26 [BORROWER] By: ____________________ Name: _______________________ Title: ________________________] 5 25 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 Commitment/Issuing Commitment/Loans for all Lenders for applicable Facility2 [Lenders][Issuing Lenders] Amount of Commitment/Issuing Commitment/Loans Assigned Percentage Assigned PercentageAssigned of Commitment/ Commitment/Issuing Commitment/Loans3 CUSIP Number Issuing Commitment[s] for [7. Trade Date: Insert Applicable] Letter[s] of Credit $ [_______] $ [_______] [_____]4 Effective Date: ] % [Insert Applicable] Loan[s] $ [_______] $ [_______] [_____] % 2 Delete if not applicable. 3 Set forth, to at least 12 decimals, as a percentage of the Commitment/Issuing Commitment/Loans of all Lenders/Issuing Lenders thereunder. EXHIBIT A-2 (VINEYARD WIND) Effective Date: ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ByBy : Name: Title: [NAME OF ASSIGNEE] By : Name: Title: Consented to and accepted: [_______________________ ], as the Administrative Agent By: Name: Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. By: Name: Title: [Consented to:]4 [NAME OF ASSIGNEERELEVANT PARTY] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To 4To be added only if the consent of the Administrative Agent Borrower and/or any Lender or Issuing Lender is required by the terms of the Credit Agreement. EXHIBIT A-4 (VINEYARD WIND)

Assigned Interest[s]. Facility Assigned Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans1 Loans for all Lenders for applicable Facility2 Lenders7 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Loans8 $ $ $ $ $ $ $ $ $ [7. [Trade Date: ___________________]4 9 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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: ASSIGNOR[S]10 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]11 [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 10 Add additional signature blocks as needed. 11 Add additional signature blocks as needed. Consented to and]5 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESSENIOR FUNDING, INC. ., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________] 5 [Consented to: Aircell Business Aviation Services LLC, as Borrower By: Name: Title: ]12 12 To be added only if the consent of the Administrative Agent BA is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor Assignee[s]8 Aggregate Amount of Commitment/ Loans1 Commitment for all Lenders for applicable Facility2 Lenders9 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment10 CUSIP Number [7. Trade Date: ▇.▇▇▇▇▇ Date:__________________]11 The effective date for this Assignment and Assumption shall be ___________________]4 Effective Date: ___________, 20__ (the "Effective Date") [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth ]; provided, however, if the Assignee is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes, this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With shall not be effective until the Company and the Administrative Agent receive Internal Revenue Service Form W-8BENE (or W-8BEN, as applicable) or Form W-8ECI or such other forms, certificate or other evidence with respect to the Term Loan FacilityUnited State Federal income tax withholding matters, after the Tranche A-1 Term Loan Commitmentin each case certifying as to such Assignee's entitlement to total exemption from withholding or deduction of taxes. 7Include bracketed language if there are multiple Assignees. 8List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts 9Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set 10Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 To 11To 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 ASSIGNEEASSIGNOR] By: Name: _______________________ Title: _____________________________ Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and]5 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]13 HASBRO, INC. ., as Borrower By: ____________________ Name: _______________________ Title: ________________________] 5 To _________ Name: Title: 12To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 13To 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.

Assigned Interest[s]. Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee and, if available, its market entity identifier, as appropriate. Facility Assigned Aggregate Amount Fill in the appropriate terminology for the types of Commitment/ Loans1 for facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.) AggregateAmount ofCommitmentfor all Lenders for applicable Facility2 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 Assigned PercentageAssigned ofCommitment Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number all Lenders thereunder. [7. Trade ▇.▇▇▇▇▇ Date: :___________________]4 ] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 176 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S] Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [NAME OF ASSIGNOR] By: Name_____________________________ [NAME OF ASSIGNOR] By: _____________________________ Title: ________________________ 1 With respect to ASSIGNEE[S] Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be trade (if applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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). [NAME OF ASSIGNEE] By: Name: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]5 and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:] To be added only if the consent of the L/C Issuers is required by the terms of the Credit Agreement. BANK OF AMERICA, N.A., as an L/C Issuer By: _________________________________ Title: ________________________ Consented to: BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESFARGO BANK, INC. NATIONAL ASSOCIATION, as an L/C Issuer By: ____________________ Name: _______________________ Title: [Consented to:] To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. BANK OF AMERICA, N.A., as Swing Line Lender By: ________________________] 5 _________ Title: [Consented to:] To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement. ACADIA REALTY LIMITED PARTNERSHIP By: ACADIA REALTY TRUST, its General Partner By: _________________________________ Title: 178

Assigned Interest[s]. Assignor[s]5 Assignee[s]6 Facility Assigned Assigned7 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders8 Amount of Commitment/Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Loans9 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignee, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term B Loan Commitment,” etc.) 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. [7. Trade Date: ___________________]4 10 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Name: :______________________________ Title: [NAME OF ASSIGNOR] By:________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ASSIGNEE[S]12 [NAME OF ASSIGNEE] By:______________________________ Title: [NAME OF ASSIGNEE] By:______________________________ Title: [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A.SUNTRUST BANK, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., 11 Add additional signature blocks as an Lneeded. Include both Fund/C Issuer Pension Plan and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INCmanager making the trade (if applicable). By: ____________________ Name: _______________________ Title: ________________________] 5 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]14 BIOSCRIP, INC., as Borrower By Name: Title:] SUNTRUST BANK, as Issuing Bank By Name: Title:] SUNTRUST BANK, as Swingline Lender By Name: Title:] 14 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of [Domestic] [Canadian] Commitment/Loans Assigned for all Lenders7 Amount of [Domestic] [Canadian] Commitment/ Loans Assigned8 Percentage Assigned of [Domestic] [Canadian] Commitment/ Loans3 CUSIP Number Loans9 [78. Trade Date: ___________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF DELIVERY OF THIS ASSIGNMENT AND ACCEPTANCE FOR RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Subject to minimum amount requirements pursuant to Section 9.04(b) of the Credit Agreement and subject to proportionate amount requirements pursuant to Section 9.04(b) of the Credit Agreement. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit [Domestic][Canadian] Commitments/Loans of all [Domestic][Canadian] Lenders thereunder. 4 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNEEASSIGNOR] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: _____________________________ [NAME OF ASSIGNEE] 5 By: _____________________________ Name: _____________________________ Title: _____________________________ [Consented to and]11 Accepted: BANK OF AMERICA, N.A., as Agent By: _____________________________ Name: _____________________________ Title: _____________________________ 11 To be added only if the consent of extent that the Administrative Agent Agent’s consent is required by the terms under Section 9.04 of the Credit Agreement. [Consented to:]12 [TOYS “R” US-DELAWARE, INC., as Lead Borrower] By: _____________________________ Name: _____________________________ Title: _____________________________ 12 To the extent required under Section 9.04 of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor’s [Term] [Revolving] Loans/ [Commitments] 7 Amount of Commitment/Loans [Term] [Revolving] Loans/ [Commitments] Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Assignor’s [7Term] [Revolving] Loans/ [Commitments] Assigned8 Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignor Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignee $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 5 List each Assignor, as appropriate. Trade Date: ___________________]4 Effective Date: ___________6 List each Assignee, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 [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.] 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 Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]10 Accepted: BANK OF AMERICACITIBANK, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented toto:11 AMERICAN AIRLINES, INC. By: BANK OF AMERICAName: Title: ] [Consented to:12 CITIBANK, N.A., as an L/C Issuer and Swing Line Issuing Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 :] 10 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.02(b)(i)(A) of the Credit Agreement. 11 To the extent required under Section 10.02(b)(i)(B) of the Credit Agreement. 12 To the extent required under Section 10.02(b)(i)(C) of the Credit Agreement Reference is made to the Credit and Guaranty Agreement, dated as of October [ ], 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (“Parent”), the other Subsidiaries of Parent from time to time party thereto other than the Borrower (together with the Parent, the “Guarantors”), Citibank N.A., as administrative agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”), and as an issuing lender (an “Issuing Lender”), and the Lenders party thereto from time to time.

Assigned Interest[s]. Facility Class Assigned Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans under relevant Class for all Lenders Amount of Commitment/ Principal Amount of Loans under relevant Class Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Loans2 Revolving Loans/ Revolving Commitments $ $ % Term Loans/ Term Commitments3 $ $ % [7. Trade Date: ___________________]4 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders for each relevant Class thereunder. 3 To the extent that there are multiple Classes of Term Loans, schedule should identify the Class or Classes being assigned. 4 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented toto and Accepted: BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as an L/C Issuer and Swing Line Swingline Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] ]5 5 To be added only if the consent of the Swingline Lender is required by the terms of the Credit Agreement JEFFERIES FINANCE LLC, as an Issuing Bank By: Name: Title: ]6 [Consented to: OSG INTERNATIONAL SEAWAYS, INC., as Administrative Agent Borrower By: Name: Title: ]7 6 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement

Assigned Interest[s]. Facility Assigned Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment/ Loans1 Loans for all Lenders for applicable Facility2 Lenders10 Amount of Commitment/Loans Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans3 Loans11 CUSIP Number [7. Trade Date: ___________________]4 12 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility8 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 9 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]13 Accepted: BANK OF AMERICA▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]14 MOHAWK INDUSTRIES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Term Loan Agreement.

Assigned Interest[s]. Assignor[s]3 Assignee Facility Assigned Assigned4 Aggregate Amount of Commitment/ Loans1 Commitment/Loans for all Lenders for applicable Facility2 Lenders5 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number [7. Trade Date: ___________________]4 Commitment / Loans6 $ $ % $ $ % $ $ % Effective Date: ___________June [●] , 20__ 2015 [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 , BUT IN ANY EVENT NOT PRIOR TO JUNE 22, 2015]. 3 List each Assignor, as appropriate. 4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the (e.g. “Revolving Credit Commitment”, “Term Loan FacilityB Commitment”, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 5 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor The terms set forth in this Assignment and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assumption are hereby agreed to: ASSIGNOR[S] [See Lender Consent] ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement_________ Title:

Assigned Interest[s]. Assignor[s]7 Assignee[s]8 Facility Assigned Assigned9 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders10 Amount of Commitment /Loans Assigned Percentage Assigned of Commitment/ Loans3 Loans11 CUSIP Number ____________ $________________ $_________ ____________% ____________ $________________ $_________ ____________% ____________ $________________ $_________ ____________% [7. Trade Date: ___________________]4 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _____________________________ Name: Title: ASSIGNEE[S]14 [NAME OF ASSIGNEE] By: _____________________________ 1 With respect Name: Title: [Consented to and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent [, Swing Line Lender [and an L/C Issuer]] By: _________________________________ Name: Title: [Consented to:]16 KBR, INC. By: _________________________________ Name: Title: [Consented to:]17 [________________________] By: _________________________________ Name: Title: 7 List each Assignor, as appropriate. 8 List each Assignee and, if available, its market entity identifier, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment", "Term Loan FacilityA Loan" or "Term B Loan", after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., 13 Add additional signature blocks as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 14 Add additional signature blocks as an Lneeded. Include both Fund/C Issuer Pension Plan and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INCmanager making the trade (if applicable). By: ____________________ Name: _______________________ Title: ________________________] 5 15 To be added only if the consent of the Administrative Agent (or Swing Line Lender or L/C Issuer) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number [7. Trade Date: ___________________]4 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 7List each Assignor, as appropriate. 8List each Assignee and, if available, its market entity identifier, as appropriate. 9Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the (e.g. “Revolving Credit Commitment”, “Term Loan FacilityLoans”, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts 10Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set 11Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans applicable Facility of all Lenders thereunder. 4 To 12To 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[S]13 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]14 [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 13Add additional signature blocks as needed. Include both Fund and manager making the trade (if applicable). 14Add additional signature blocks as needed. Include both Fund and manager making the trade (if applicable). [Consented to and]5 and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To 15To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]16 By: Name: Title: 16To be added only if the consent of the Company and/or other parties (e.g. each Swing Line Lender, each L/C Issuer) is required by the terms of the Credit Agreement. Add additional consent pages as needed.

Assigned Interest[s]. Assignor[s]10 Assignee[s]11 Facility Assigned Aggregate Amount of Commitment/ Loans1 Loans for all Lenders for applicable Facility2 Lenders12 Amount of Commitment/ Loans Assigned* Assigned Percentage of Commitment/ Loans13 CUSIP Number Tranche A-1 Loans and Tranche A-2 Loans € € % Tranche A-1 Loans and Tranche A-2 Loans € € % Tranche A-1 Loans and Tranche A-2 Loans € € % 10 List each Assignor, as appropriate. 11 List each Assignee, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number all Lenders thereunder. [7. Trade Date: ___________________]4 14 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. Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]16 AVNET, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 16 To be added only if the consent of the Parent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment/ Loans1 Commitment for all Lenders for applicable Facility2 Lenders10 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 12 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility8 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 9 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 12 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: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented toto:]14 BORROWER: ▇▇▇▇▇▇▇ & INDUSTRIAL REALTY, L.P., a Maryland limited partnership By: ▇▇▇▇▇▇▇ ENTERPRISESINDUSTRIAL REALTY, INC. ., a Maryland corporation, its General Partner By: ____________________ Name: _______________________ Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number [7. Trade Date: ___________________]4 11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility7List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 8List each Assignee and, Tranche A-2 Term Loan Commitmentif available, Tranche A-3 Term Loan Commitmentits market entity identifier, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts 9Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set 10Set forth, to at least 9 decimals, as a percentage of the applicable Revolving Credit Commitment / Revolving Credit Loans Facility of all Lenders thereunder. 4 To 11To 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[S]12 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]13 [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 12Add additional signature blocks as needed. Include both Fund and manager making the trade (if applicable). 13Add additional signature blocks as needed. Include both Fund and manager making the trade (if applicable). [Consented to and]5 and]14 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To 14To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. [Consented to:]15 By: Name: Title: 15To be added only if the consent of the Company and/or other parties (e.g. each Swing Line Lender, each L/C Issuer) is required by the terms of the Credit Agreement. Add additional consent pages as needed.

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 for Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee and, if available, its market entity identifier, as appropriate. AggregateAmount ofCommitmentfor all Lenders for applicable Facility2 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 Assigned PercentageAssigned ofCommitment Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number all Lenders thereunder. CUSIPNumber [7. Trade ▇.▇▇▇▇▇ Date: :___________________]4 ] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY 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[S] Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [NAME OF ASSIGNOR] By: Name_____________________________ [NAME OF ASSIGNOR] By: _____________________________ Title: ________________________ 1 With respect to ASSIGNEE[S] Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be trade (if applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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). [NAME OF ASSIGNEE] By: Name: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]5 and] To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to:] To be added only if the consent of the L/C Issuer is required by the terms of the Credit Agreement. BANK OF AMERICA, N.A., as L/C Issuer By: _________________________________ Title: ________________________ [Consented to: :] To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement. BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC:] To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. ACADIA REALTY LIMITED PARTNERSHIP By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement_________ Title:

Assigned Interest[s]. Assignor(s)6 Assignee(s)7 Facility Assigned Assigned8 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders9 Amount of Commitment/ Loans Assigned9 Percentage Assigned of Commitment/ Loans3 Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade DateINSERT NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]11] By: ___________________]4 Effective DateName: ___________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed toTitle: [INSERT NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility6 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 7 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and 8 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” etc.) 9 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 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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 11 Select as of the Trade Dateapplicable. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]12 Accepted: BANK OF AMERICA▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and Issuing Lender By: Name: Title: [Consented to:]13 ▇▇▇▇▇▇ ENTERPRISES, INC. on behalf of itself and the other Borrowers By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent Agent, the Swingline Lender or any Issuing Lender is required by the terms of the Credit Agreement. May also use a Master Consent. 13 To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement. May also use a Master Consent.

Assigned Interest[s]. Assignor[s]5 Assignee[s]6 Facility Assigned Assigned7 Aggregate Amount of Commitment/ Loans1 Commitment/Loans for all Lenders for applicable Facility2 Lenders8 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Loans9 $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 10 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name[NAME OF ASSIGNOR] By: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Title: [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender to:]14 By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC11 Add additional signature blocks as needed. By: ____________________ Name: _______________________ Title: ________________________] 5 12 Add additional signature blocks as needed. 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans1 Commitment for all Lenders for applicable Facility2 Banks7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment8 CUSIP Number $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % 5 List each Assignor, as appropriate. 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Amounts in this column and in the 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 Banks thereunder. [7. Trade Date: ___________________]4 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.] 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]5 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]7 Assignee[s]8 Facility Assigned Assigned9 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders10 Amount of Commitment/Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Loans11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 12 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Tranche A Commitment”, “Tranche B Commitment”, “Term Commitment”, “Letter of Credit Commitment,” etc.) 10 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: :______________________________ Title: [NAME OF ASSIGNOR] By:________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: [NAME OF ASSIGNEE] By:________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: [NAME OF ASSIGNEE] By:________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented toto and]13 Accepted: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES[NAME OF AGENT], INC. as Agent By: ____________________ Name: _______________________ Title: [Consented to:]14 [NAME OF RELEVANT PARTY] By: ________________________] 5 ________ Title: 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]3 Assignee[s]4 Aggregate Amount of Commitment/ Loans1 Commitments for all Lenders for applicable Facility2 Lenders5 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment6 CUSIP Number $ ____________ $ ____________ __________ % $ ____________ $ ____________ __________ % $ ____________ $ ____________ __________ % [7. Trade Date: ____________ ___, _____]4 7 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 3 LIST EACH ASSIGNOR, AS APPROPRIATE. 4 LIST EACH ASSIGNEE AND, IF AVAILABLE, ITS MARKET ENTITY IDENTIFIER, AS APPROPRIATE. 5 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. 6 SET FORTH, TO AT LEAST 9 DECIMALS, AS A PERCENTAGE OF THE COMMITMENT OF ALL LENDERS THEREUNDER. 7 TO BE COMPLETED IF THE ASSIGNOR AND THE ASSIGNEE INTEND THAT THE MINIMUM ASSIGNMENT AMOUNT IS TO BE DETERMINED AS OF THE TRADE DATE. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]8 [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]9 [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 8 ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED. INCLUDE BOTH FUND/PENSION PLAN AND MANAGER MAKING THE TRADE (IF APPLICABLE). 9 ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED. INCLUDE BOTH FUND/PENSION PLAN AND MANAGER MAKING THE TRADE (IF APPLICABLE). [Consented to and]5 and]10 Accepted: BANK OF AMERICA, N.A., as N.A.,as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented 11[Consented to: ▇▇▇▇▇▇▇ & .▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement:] 10 TO BE ADDED ONLY IF THE CONSENT OF THE ADMINISTRATIVE AGENT IS REQUIRED BY THE TERMS OF THE CREDIT AGREEMENT. 11 TO BE ADDED ONLY IF THE CONSENT OF THE COMPANY IS REQUIRED BY THE TERMS OF THE CREDIT AGREEMENT.

Assigned Interest[s]. Facility Assigned (a) Revolving Credit Facility: Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 Commitments/ Revolving Credit Loans for all Lenders for applicable Facility2 Amount of Commitment/Commitments/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Loans3 Commitments/ Revolving Credit Loans8 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. (b) Term Facility: Assignor[s]9 Assignee[s]10 Aggregate Amount of Term Loans for all Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 12 Effective Date: ___________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility[NAME OF ASSIGNEE] By: Name: Title: 9 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 10 List each Assignor, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 11 Set forthfor, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICAAgent, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. to:]14 [BORROWER] By: ____________________ Name: _______________________ Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number [7. Trade Date: ___________________]4 Effective Date: ___________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement

Assigned Interest[s]. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Revolving Credit Facility8 Amount of Commitment/Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Loans3 Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 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 Term Loans of the Term Facility. [7. Trade Date: ___________________]4 14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name[NAME OF ASSIGNOR] By: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]5 and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented toto and]18 Accepted: BANK OF AMERICA, N.A., as an a Swing Line Lender and L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented toto and]19 Accepted: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESFARGO BANK, INC. N.A., as a Swing Line Lender and L/C Issuer By: ____________________ Name: _______________________ Title: ________________________] 5 [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]8 Assignee[s]9 Facility Assigned Assigned10 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders11 Amount of Commitment / Loans Assigned Percentage Assigned of Commitment/ Loans3 Commitment /Loans12 CUSIP Number [7. Trade Date: _________________ ___]4 Effective Date: ________ ___________ $ ___________, 20______ $ __________ ________ % ___________ _________________ ___________ ___________ $ _________________ $ __________ ________ % ___________ _________________ ___________ ___________ $ _________________ $ __________ ________ % ___________ [7. Trade Date: ]13 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility(e.g. “Revolving Credit Commitment”, after the Tranche A-1 “Term Loan Commitment”, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableetc.). With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 12 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 13 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR By: Name: _______________________ Title: ________________________ ASSIGNEE By: Title: [Consented to and]5 and]14 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: to:]15 BANK OF AMERICA, N.A., as an Swing Line Lender and L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESWESTERN DIGITAL TECHNOLOGIES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 WESTERN DIGITAL IRELAND, LTD. By: Title: 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 AggregateAmount ofCommitmentfor all Lenders7 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number ofCommitmentAssigned PercentageAssigned ofCommitment8 CUSIPNumber $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 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.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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. 72878558 The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNEEASSIGNOR] By: Name: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]5 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to: By: _________________________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender to:]11 By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 Term Loans for all Lenders for applicable Facility2 Lenders8 Amount of Commitment/Term Loans Assigned Percentage Assigned of Commitment/ Loans3 Term Loans9 CUSIP Number $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: ___________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ [Type Signatory Name] Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 [Type Signatory Title] [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]5 and]13 Accepted: BANK OF AMERICA▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: ____________________ Name: _______________________ [Type Signatory Name] Title: ________________________ [Type Signatory Title] [Consented to: BANK OF AMERICAto:]14 EMPIRE STATE REALTY OP, N.A.L.P., as an L/C Issuer and Swing Line Lender a Delaware limited partnership By: ____________________ Empire State Realty Trust, Inc., its general partner By: Name: _______________________ [Type Signatory Name] Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Type Signatory Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s] Assignee[s] Facility Assigned Assigned2 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders3 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans3 Loans4 CUSIP Number [$][€] [$][€] % [$][€] [$][€] % [$][€] [$][€] % [7. Trade Date: _______________________]4 5 Effective Date: _______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility[NAME OF ASSIGNEE] By: Name: Title: 2 Insert USD Revolving Commitments, after the Tranche A-1 Term Loan CommitmentEuro Revolving Commitments, Tranche A-2 Term ▇-▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ ▇▇▇▇ Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 A-7 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loanas applicable. 2 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 4 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]6 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: [BANK OF AMERICA, N.A., as an USD L/C Issuer and Swing Line USD Swingline Lender By: ____________________ Name: _______________________ Title:] [OTHER L/C ISSUERS], as USD L/C Issuer By: Name: Title:] [FRESENIUS MEDICAL AG & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien), represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a German corporation, its general partner Name: Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 :] 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]5 Assignee[s]6 Facility Assigned Aggregate 7 AggregateAmount ofCommitment/Loansfor all Lenders8 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of CommitmentofCommitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 LoansAssigned PercentageAssigned ofCommitment/Loans9 CUSIP Number [7. Trade Date: __________________]10 _]4 __________________ 5 List each Assignor, as appropriate. 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Fill in the appropriate terminology for the types of facility under the Credit Agreement that are being assigned under this Assignment (e.g., Revolving Credit Commitment, Term Commitment, etc.) 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. ASSIGNEE[S]12 [NAME OF ASSIGNEEASSIGNOR] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ NameTitle: BANK OF AMERICA, N.A., as Issuing Bank and Swing Line Lender By: _________________________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:14 AMERICAN ASSETS TRUST, INC. L.P. By: ____________________ Name: _______________________ Title: ________________________] 5 _________ Title:] ___________________ 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 13 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swing Line Lender is required by the terms of the Credit Agreement. 14 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor Assignee Aggregate Amount of Commitment/ Loans1 Commitment / Loans for all Lenders for applicable Facility2 Lenders1 Amount of Commitment/Commitment / Loans Assigned Assigned2 Percentage Assigned of Commitment/ Commitment / Loans3 CUSIP Number [Number 7. Trade Date: ___________________]4 Assignment Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment ] 8. Notice and Assumption are hereby agreed Wire Instructions: Attention: Attention: Email: Email: with a copy to: [NAME OF ASSIGNOR] Bywith a copy to: NameAttention: _______________________ TitleAttention: ________________________ Email: Email: 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date. 2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit applicable Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment Agreement are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA1 Add additional signature blocks as needed. 2 Add additional signature blocks as needed. HPS INVESTMENT PARTNERS, N.A.LLC, as Administrative Agent By: ____________________ By Name: _______________________ Title: ________________________ [Consented to: BANK to:]3 [NAME OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ RELEVANT PARTY] By Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ NAME OF RELEVANT PARTY] By Name: _______________________ Title: ________________________] 5 3 To be added only if the consent of the Administrative Agent Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned Assigned8 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders9 Amount of Commitment/Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 11 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, “Term Commitment”, etc.) 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Title: [Consented to and]5 and]12 Accepted: BANK [NAME OF AMERICA, N.A.AGENT], as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK to:]13 [NAME OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender RELEVANT PARTY] By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s] List each Assignor, as appropriate. Assignee[s] List each Assignee, as appropriate. Facility Assigned Aggregate Fill in appropriate terminology for each applicable type of facility under the Credit Agreement that is being assigned under this Assignment, i.e., Revolving Loans. Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor'sCommitment /Loans 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 Subject to minimum amount requirements pursuant to Section 10.06(b)(i) of the Credit Agreement and subject to proportionate amount requirements pursuant to Section 10.06(b)(ii) of the Credit Agreement. Percentageof Assignor'sCommitment/ Loans Assigned Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number all Lenders thereunder. Resulting Commitment/Loans Amount for Assignor Resulting Commitment/Loans Amount for Assignee [7. Trade ▇.▇▇▇▇▇ Date: :___________________]4 ] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _____________________________ Name: Title: [NAME OF ASSIGNEE] By: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Name: Title: ________________________ [Consented to and]5 and] Accepted: BANK OF AMERICA▇▇▇▇▇ fargo retail finance, N.A.llc, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES:] To the extent required under Sections 10.06(b)(i)(B) and 10.06(b)(iii)(A) of the Credit Agreement. THE KITCHEN COLLECTION, INC. ., as Lead Borrower By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement________ Name: Title:

Assigned Interest[s]. Facility Assigned 5 Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders8 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Loans9 $ $ % $ $ % $ $ % 5 The reference to “Loans” in the table should be used only if the Commitments have terminated. 6 List each Assignor, as appropriate. [7. Trade Date: ________________________]4 10 Effective Date: :______________, 20__ [TO 20______[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility7 List each Assignee, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth the type of Commitment to be assigned such as the Initial Commitment/the First Delayed Draw Commitment/the Second Delayed Draw Commitment. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 10 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICAto:11 WILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender to:12 By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor Assignee[s]3 Facility Assigned 4 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned for all Lenders 5 Amount of Commitment/Loans Assigned8 Percentage Assigned of Commitment/ Loans3 Commitment/Loans 6 CUSIP Number $_______________ $_______________ ____% $_______________ $_______________ ____% $_______________ $_______________ ____% [7. Trade Date: _____ __, 20__]7 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 3 List each Assignee, as appropriate. 4 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.) 5Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 7 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ___________________]4 Effective Date: _________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Title: Consented to and]5 and Accepted: THE BANK OF AMERICA, N.A.NEW YORK MELLON, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. :] [NAME OF RELEVANT PARTY] By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement:

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 AggregateAmount ofCommitmentfor all Lenders7 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 ofCommitmentAssigned PercentageAssigned ofCommitment8 CUSIP Number [7. Trade Date: ___________________]4 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.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _____________________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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. 62622123_2 [NAME OF ASSIGNEE] By: Name: _____________________________ Title: ________________________ [Consented to and]5 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ NameTitle: [Consented to: By: _________________________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender to:]11 By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned 8 Aggregate Amount of Commitment/ Loans1 Commitment/Loans for all Lenders for applicable Facility2 9 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 Commitment/Loans 10 CUSIP Number __________ $_______________ $____________ ___________% __________ $_______________ $____________ ___________% __________ $_______________ $____________ ___________% [7. Trade Date: ___________________]4 ] 11 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term A Commitment”, “Term B Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _____________________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _____________________________ Title: ________________________ [Consented to and]5 and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]18 EQUINIX, INC. ., [By: ____________________ Name: _______________________ Title: _________________________________ Title:] [L/C ISSUER] 5 [By: _________________________________ Title:] _________________________ 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 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. Credit Agreement, dated as of December 17, 2014, among the Borrower (identified above), the Guarantors from time to time party thereto, the Lenders and the other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor’s Term Loans7 Amount of Commitment/Term LoansAssigned8 Percentage of Assignor’s Term Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Assigned9 Resulting Term Loans Amount for Assignor Resulting Term Loans Amount for Assignee [$][€]___ [$][€]___ [$][€]___ [$][€]___ [$][€]___ [$][€]___ % [$][€]___ [$][€]___ [$][€]___ [$][€]___ % [$][€]___ [$][€]___ [7. Trade Date: _____________]10 Effective Date:______]4 Effective Date: ___________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties counter-parties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 8 Subject to $1,000,000 minimum amount requirement in the case of Dollar Term Loans and €1,000,000 minimum amount requirement in the case of Euro Term Loans pursuant to Section 10.4(b) of the Credit Agreement. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Datetrade date. [NAME OF ASSIGNEE] The terms set forth in this Affiliated Lender Assignment and Acceptance are hereby agreed to: ASSIGNOR By: Name: _______________________ Title: ________________________ ASSIGNEE By: Name: Title: [Consented to and]5 and]1 Accepted: BANK OF AMERICA, N.A.GLAS TRUST COMPANY LLC, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ [Consented to: BANK OF AMERICA, N.A.to:]2 CONCORDIA INTERNATIONAL CORP., as an L/C Issuer and Swing Line Lender Borrower By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 1 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.4(b)(B) of the Credit Agreement. 2 To the extent required under Section 10.4(b)(A) of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s] Assignee[s] FacilityAssigned1 Aggregate Amount of Commitment/ Loans1 Commitments/Loans for all Lenders for applicable Facility2 Lenders2 Amount of Commitment/Loans Assigned Commitment/ LoanAssigned Percentage Assigned of Commitment/ Loans3 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________] [8]4 . Effective Date: ___________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to Fill in the Term Loan Facilityappropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., after the Tranche A-1 Term Loan “Revolving Commitment”, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loanetc.). 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitments/Loans of all Lenders thereunder. 4 To be completed if the Assignor The terms set forth in this Assignment and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as L/C Issuer By: Name: Title: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]7 Assignee[s]8 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders9 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Loans10 $ ______________ $ ______________ _______ % $ ______________ $ ______________ _______ % $ ______________ $ ______________ _______ % [7. Trade Date: ___________________]4 11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility7 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 8 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 Indicate if 2020 Loan Commitments and/or other Commitments are being assigned. 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 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. ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, as Swing Line Lender, and as an L/C Issuer]12 By: ____________________ Name: _______________________ Title: ________________________ Consented to[TEXAS ROADHOUSE, INC. By: BANK OF AMERICAName: Title:]13 [PNC BANK, N.A.NATIONAL ASSOCIATION, as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESFARGO BANK, INC. NATIONAL ASSOCIATION, as an L/C Issuer By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only 12 Include if the consent of the Administrative Agent Agent, Swing Line Lender and L/C Issuers is required by the terms under Section 10.06(b)(iii) of the Credit Agreement. 13 Include if Borrower’s consent is required under Section 10.06(b)(i) of the Credit Agreement. [Any other Lender agreeing to be an L/C Issuer under the Credit Agreement], as an L/C Issuer Name: Title:]14 +14 Include if consent of L/C Issuers is required under Section 10.06(b)(iii) of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Revolving Credit Facility8 Amount of Commitment/Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Loans3 Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 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 Term Loans of the Term Facility. [7. Trade Date: ___________________]4 14 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]15 [NAME OF ASSIGNOR] By: Name: _______________________ [Type Signatory Name] Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 [Type Signatory Title] [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] ASSIGNEE[S]16 [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]5 and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ [Type Signatory Name] Title: ________________________ [Type Signatory Title] [Consented to: to:]18 BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ [Type Signatory Name] Title: ________________________ [Type Signatory Title] [Consented to: ▇▇to:]19 ▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESFARGO BANK, INC. N.A., as an L/C Issuer By: ____________________ Name: _______________________ [Type Signatory Name] Title: ________________________[Type Signatory Title] 5 [Consented to:]20 CAPITAL ONE, NATIONAL ASSOCIATION, as an L/C Issuer By: Name: [Type Signatory Name] Title: [Type Signatory Title] 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of each L/C Issuer is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s]5 Assignee[s]6 FacilityAssigned7 AggregateAmount ofCommitment/ Revolving Loansfor all Lenders8 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of CommitmentofCommitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Revolving LoansAssigned PercentageAssigned ofCommitment/Revolving Loans9 CUSIPNumber [7. Trade Date: ___________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] _____________________ 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment", "Term Loan Committment", etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/ Revolving Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name_____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]11 Accepted: U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to:]12 THE TJX COMPANIES, INC., as Borrower By: _________________________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 12 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]7 Assignee[s]8 Facility Assigned Assigned9 Aggregate Amount of Commitment/ Loans1 Loans for all Lenders for applicable Facility2 Lenders10 Amount of Commitment/Commitment/ Loans Assigned Assigned11 Percentage Assigned of Commitment/ Loans3 Loans12 CUSIP Number [7. Trade Term Facility] $ $ % [Revolving Facility] $ $ % Effective Date: :___________________]4 Effective Date: _________ ___, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be 6 Select as applicable. With respect to the Term Loan Facility7 List each Assignor, specify whether the loan is a Tranche A-1 Term Loanas appropriate. 8 List each Assignee, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loanas appropriate. 2 Amounts in this column and 9 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment. 10 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 11 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 To be completed if the Assignor The terms set forth in this Assignment and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Acceptedand]13Accepted: HSBC BANK OF AMERICA, N.A.PLC, as Administrative Agent Name: Title: [Consented to:]14 [COTTAGE HOLDCO B.V.] By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]15 Assignee[s]16 Facility Assigned Aggregate Amount of Commitment/ Loans1 Revolving Credit Loans for all Lenders for applicable Facility2 Lenders17 Amount of Commitment/Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Loans3 Revolving Credit Loans18 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 19 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility15 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 16 List each Assignee and, Tranche A-2 Term Loan Commitmentif available, Tranche A-3 Term Loan Commitmentits market entity identifier, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 18 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Commitment/Revolving Credit Loans of all Lenders thereunder. 4 19 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 OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Title: 20 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 21 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]5 and]22 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:]23 AMERICAN RESIDENTIAL LEASING COMPANY, INC. LLC By: ____________________ Name: _______________________ Title: ________________________] 5 22 To be added only if the consent of the Administrative Agent and/or L/C Issuer is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s] 5 Assignee[s] 6 Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Assignor’s Term Loan 7 Amount of Commitment/Loans Term Loan Assigned 8 Percentage of Assignor’s Term Loan Assigned of Commitment/ Loans3 CUSIP Number 9 Resulting Term Loan Amount for Assignor Resulting Term Loan Amount for Assignee $________ $________ _______% $________ $________ $________ $________ _______% $________ $________ $________ $________ _______% $________ $________ [7. Trade Date: ___________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Subject to $1.0 million minimum amount requirement pursuant to Section 12.4(a)(ii)(A) of the Credit Agreement (if applicable). 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans Term Loan of all Lenders thereunder. 4 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement:

Assigned Interest[s]. Facility Assigned Aggregate Amount of Commitment/ Loans1 6 Assignor[s]7 Assignee[s]8 Assigned9 for all Lenders for applicable Facility2 Amount of Commitment/Loans Lenders10 Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Loans11 Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 12 6 The reference to “Loans” in the table should be used only if the Credit Agreement provides for Term Loans. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 10 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. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 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 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. ASSIGNEE [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICAAgent, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: to:14 RIATA ENERGY, INC. (d/b/a S▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESEnergy, INC. Inc.) By: ____________________ Name: _______________________ Title: ________________________] 5 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Commitment/Loans for all Lenders8 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans3 Commitment/Loans9 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ___________________]4 Effective Date: ___________________________]10 ___________________________ 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. SECURE_ENV:\81001700\8\71620.0110 Effective Date: [ ], 20__ [ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit 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. Name: Title: [NAME OF ASSIGNEE] By: Name: :_______________________ Title: _________________________ [Consented to and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 ________ 11 Add additional signature blocks as needed. 12 Add additional signature blocks as needed. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., Administrative Agent By: ______________________________________________ Name: Title: [Consented to:]13 ▇▇▇ RESEARCH CORPORATION By: ______________________________________________ Name: Title: _____________________________ 13 To be added only if the consent of the Administrative Agent Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Aggregate Assignor[s] 5 Assignee[s] 6 Amount of Commitment/ Loans1 Assignor’sTerm Loan 7 Amount ofTerm LoanAssigned 8 Percentageof Assignor’sTerm Loan Assigned 9 Resulting Term Loan Amount for all Lenders Assignor Resulting Term Loan Amount for applicable Facility2 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/ Loans3 CUSIP Number Assignee [7. Trade Date: ___________________]4 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate 6 List each Assignee, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Subject to $1.0 million minimum amount requirement pursuant to Section 12.4(a)(ii)(A) of the Credit Agreement (if applicable). 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans Term Loan of all Lenders thereunder. 4 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] Name: Title: [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Signature Page to Assignment and Assumption] [Consented to and]5 and] 1 Accepted: BANK OF AMERICAMIZUHO BANK, N.A.LTD., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES:] 2 EVERCORE PARTNERS INC., INC. as Borrower By: ____________________ Name: _______________________ Title: ________________________________ Name: Title: [Signature Page to Assignment and Assumption] 5 _________________________________ 1 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 12.4(a)(i)(B) of the Credit Agreement. 2 To the extent required under Section 12.4(a)(i)(A) of the Credit Agreement.

Assigned Interest[s]. Facility Assigned Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans1 Commitment for all Lenders for applicable Facility2 Lenders7 Amount of Commitment/Loans Commitment Assigned Percentage Assigned of Commitment/ Loans3 Commitment8 CUSIP Number [7. Trade Date: ___________________]4 9 Effective Date: ___________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Term Loan Facility5 List each Assignor, after the Tranche A-1 Term Loan Commitmentas appropriate. 6 List each Assignee and, Tranche A-2 Term Loan Commitmentif available, Tranche A-3 Term Loan Commitmentits market entity identifier, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicableas appropriate. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 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. 3 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 9 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]:10 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]:11 [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [NAME OF ASSIGNEE] By: Name: Title: 10 Add additional signature blocks as needed. 11 Add additional signature blocks as needed. [Consented to and]5 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ Consented to: BANK OF AMERICA, N.A., as an L/C Issuer and Swing Line the Swingline Lender By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISESto:13 SOUTHWEST GAS CORPORATION, INC. a California corporation, as Borrower By: ____________________ Name: _______________________ Title: ________________________] 5 12 To be added only if the consent of the Administrative Agent and Swingline Lender is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s](6) Assignee[s](7) Facility Assigned Assigned(8) Aggregate Amount of Commitment/ Loans1 Commitment / Loans for all Lenders for applicable Facility2 Lenders(9) Amount of Commitment/Commitment / Loans Assigned Assigned(10) Percentage Assigned of Commitment/ Loans3 Commitment /Loans(11) CUSIP Number [Number (5) Select as applicable. (6) List each Assignor, as appropriate. (7. Trade Date: ___________________]4 Effective Date: ___________) List each Assignee, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFORas appropriate.] The terms set forth (8) Fill in appropriate terminology for each applicable type of facility under the Credit Agreement that is being assigned under this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: _______________________ Title: ________________________ 1 With respect to the Assignment, i.e., “2019 Extended Term Loans,” “Additional 2019 Extended Term Loans, “Non-Participating Term Loan FacilityExchange Indebtedness”, after the Tranche A-1 “Extended Term Loan Commitment, Tranche A-2 Loans” or “Other Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Loans.” (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. 3 . (10) Subject to minimum amount requirements pursuant to Section 10.04(2) of the Credit Agreement. (11) Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Commitment/Loans of all Lenders thereunder. 4 $ $ % $ $ % [7. Trade Date: ](12) Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: (12) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [NAME OF ASSIGNEE] By: Name: _______________________ Title: ________________________ [Consented to and]5 Accepted: BANK OF AMERICACREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: ____________________ Name: _______________________ Title: ________________________ By: Name: Title: [Consented to: BANK OF AMERICA, N.A.to:](14) NEIMAN MARCUS GROUP LTD LLC, as an L/C Issuer and Swing Line Lender Lead Borrower By: ____________________ Name: _______________________ Title: ________________________ [Consented to: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC. By: ____________________ Name: _______________________ Title: ________________________] 5 : (13) To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.04(2) of the Credit Agreement. (14) To the extent required under Section 10.04(2) of the Credit Agreement.