Common use of General Provisions Clause in Contracts

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this the Assignment. This Assignment shall be governed byTHIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). * * * EXHIBIT H-1 FORM OF INTERCOMPANY SUBORDINATION ACKNOWLEDGMENT [ ] To the Administrative Agent and construed in accordance with, the law each of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the that certain Credit and Guaranty Agreement, dated as of December [ ]March 28, 2018 2003, amended and restated as of April 18, 2005, further amended and restated as of April 12, 2006, further amended as of March 18, 2009, further amended as of October 26, 2009 and further amended as of March 2, 2010 (as so amended and restated and as the same may be further amended, restated, amended and restated, extended, modified and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserthe U.S. Borrower, Inc.Solvest, a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionLtd., the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (including the Lender), the other parties thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Deutsche Bank AG New York Branch, as Administrative Agent and L/C Issuer. Unless otherwise defined hereinDeposit Bank, terms and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement and Agreement). Unless otherwise indicated herein, capitalized terms used in this Affiliated Lender Assignment and Assumption (this “Assignment”) but not defined herein shall have the respective meanings given to them set forth in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is REVOLVING CREDIT NOTE , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”, together with all successors and assigns), promises to pay (hereinafter, together with its successors in title and assigns, the “Lender”) the aggregate unpaid principal balance of Revolving Loans made by the Lender to or for the account of the Borrower pursuant to the Credit Agreement (as hereafter defined) and Guaranty amounts advanced by the Lender in respect of any Letter of Credit and Swing Loans, with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement. As used herein, the “Credit Agreement” means and refers to that certain Amended and Restated Credit Agreement, dated as of December [ ]February 3, 2018 2017 (as such may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time) by and among others, the “Credit Agreement”), among Lxxxxx PurchaserBJ’s Wholesale Club, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Beacon Holding Inc., a Delaware corporation corporation, Xxxxx Fargo Bank, National Association, as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, including any successor thereto, the “BorrowerAdministrative Agent”)) under the Loan Documents, Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), and the Lender and each other Subsidiaries of Holdings from time to time party thereto, the Lenders Person from time to time party thereto as a lender thereunder. Capitalized terms used herein and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms herein are used herein as defined in the Credit Agreement. This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and used is subject to all terms and provisions thereof. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in this Affiliated Lender Assignment the manner, and Assumption (this “Assignment”) shall have in the meanings given to them amounts as provided in the Credit AgreementAgreement and shall be subject to prepayment and acceleration as provided therein. The Assignor identified on Schedule I hereto (Administrative Agent’s books and records concerning the “Assignor”) Revolving Loans and amounts owing in respect of Letters of Credit and Swing Loans, the accrual of interest and fees thereon, and the Assignee identified repayment of such Revolving Loans and advances in respect of Letters of Credit and Swing Loans, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error. No delay or omission by the Administrative Agent or the Lender in exercising or enforcing any of the Administrative Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on Schedule I hereto that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the “Assignee”release or substitution of Collateral) agree as follows:permitted by the Administrative Agent and/or the Lender with respect to this Revolving Credit Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note. This Revolving Credit Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The Borrower agrees that any action or proceeding arising out of or relating to this Revolving Credit Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof, and by execution and delivery of this Revolving Credit Note, the Borrower and the Lender each consent, for itself and in respect of its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted by applicable law, the Borrower irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of their respective relationship with the Borrower contemplated by this Revolving Credit Note, are each relying thereon. THE BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Acceptance may be executed in by one or more of the parties to this Assignment and Acceptance on any number of counterparts, which separate counterparts (including by facsimile or other electronic transmission) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and Acceptance and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference ACCEPTANCE (AFFILIATED LENDER) This Assignment and Acceptance (this “Assignment and Acceptance”) is made to the Credit and Guaranty Agreement, dated as of December [ ]the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, 2018 an] “Assignor”) and [the][each]2 Assignee identified in item 2 below (as amended[the][each, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the an] “Credit AgreementAssignee”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to . [It is understood and agreed that the consummation rights and obligations of [the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” Assignors][the Assignees]3 hereunder are several and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise not joint.]4 Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit AgreementAgreement identified below, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Assignor identified on Schedule I Standard Terms and Conditions set forth in Annex 1 attached hereto (the “AssignorStandard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Assignee Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] in respect of the Term Loan Commitments and Term Loans identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on Schedule I hereto or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor. The benefit of each Security Document shall be maintained in favor of [the][each] Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without regard to conflict of law principles thereof (other than Sections 5-1401 and 5-1402 of New York General Obligations Law). XXXXXXX X-0 FORM OF AFFILIATED LENDER EXHIBIT A TO ASSIGNMENT AND ASSUMPTION Reference FORM OF PURCHASE CONDITIONS’ OFFICER’S CERTIFICATE BOJANGLES’ RESTAURANT, INC. This Purchasing Conditions’ Officer’s Certificate is made being delivered pursuant to the Credit and Guaranty Agreement, dated as of December [ ]October 9, 2018 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”); the terms defined therein being used herein as therein defined) among BOJANGLES’ RESTAURANTS, among Lxxxxx Purchaser, Inc.INC., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp.BHI INTERMEDIATE HOLDING CORP., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and each other Subsidiaries of Holdings party from time to time party thereto. Each of the undersigned, in his or her capacity as an officer of the Borrower and [ ] ([collectively, the Lenders from time “Affiliated Lenders”][and individually, a][the][”Affiliated Lender”]) respectively, and not in his or her individual capacity, hereby certifies as of the date hereof that he or she is authorized to time party thereto execute and Nomura Corporate Funding Americasdeliver this certificate to the Administrative Agent, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsthat:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT F FORM OF AFFILIATED LENDER CONSENT TO ASSIGNMENT AND ASSUMPTION Reference is made ----------------------------- The undersigned (the "COUNTERPARTY") acknowledges that [_________________], a [_____________] ("DEBTOR"), for the purpose of securing obligations of the Debtor incurred pursuant to the Credit and Guaranty AgreementAgreement hereinafter referenced, dated has collaterally assigned or may in the future collaterally assign to Wachovia Bank, National Association, as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC administrative agent (together with one or more sub-agents or designeesits successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"), for the benefit of the Lenders referenced above, all of such Debtor's right, title, interest, claim, and demand in, under, and to the Assigned Agreements (as such term is herein defined), and all accounts and general intangibles consisting of, relating to or otherwise arising out of such Debtor's right, title, interest, claim, and demand in and to all of such Debtor's rights to payment of every kind under and by virtue of the Assigned Agreements (defined below). The Counterparty further acknowledges that the rights and interests of the Debtor to receive proceeds under the Assigned Agreements, as applicable, together with any security interests securing the payment thereof, have been pledged to the Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms as collateral for the Indebtedness (as defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”Agreement) shall have the meanings given to them in under the Credit Agreement, for the benefit of the Lenders. The Assignor identified on Schedule I hereto (As a condition to the “Assignor”) Lenders extending credit as contemplated by the Credit Agreement, the Administrative Agent and the Assignee identified on Schedule I hereto Lenders have required the execution and delivery of this Consent to Assignment (this "CONSENT"). Accordingly, each of the “Assignee”) agree undersigned agrees as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT G-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is PROMISSORY NOTE (TERM LOANS) , FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the First Lien Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount, if any, of the Term Loan made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Term Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Term Administrative Agent’s office or such other place as the Term Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loan evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT G-2 FORM OF PROMISSORY NOTE (REVOLVING CREDIT LOANS) , FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]) (or such amount denominated in an Alternative Currency as provided in the Credit Agreement), 2018 or, if less, (b) the aggregate unpaid principal amount, if any, of the Revolving Credit Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date of such Loan, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Revolver Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan is denominated (or as otherwise provided in the Credit Agreement) in immediately available funds at the Revolver Administrative Agent’s office or such other place as the Revolver Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loan evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Revolving Credit Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Repaid This Date Unpaid Principal Balance This Date Notation Made By EXHIBIT G-3 FORM OF PROMISSORY NOTE (SWINGLINE LOANS) , FOR VALUE RECEIVED, the undersigned Borrower (as defined below) hereby promises to pay to or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [ ] ($[ ]), or, if less, (b) the aggregate unpaid principal amount, if any, of the Swingline Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of July 3, 2017 (the “Credit Agreement”), among Focus Financial Partners, LLC, as the Borrower (the “Borrower”), the lending institutions from time to time parties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and the Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement). The Borrower promises to pay interest on the unpaid principal amount of the Swingline Loan made by the Lender from the date of such Loan, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Revolver Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Revolver Administrative Agent’s office or such other place as the Revolver Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in Section 2.5(g) of the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Swingline Loan evidenced hereby is guaranteed and secured as provided therein and in the other Credit Documents. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Swingline Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself and its respective successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. FOCUS FINANCIAL PARTNERS, LLC By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Repaid This Date Unpaid Principal Balance This Date Notation Made By EXHIBIT H FORM OF COMPLIANCE CERTIFICATE [DATE] This Compliance Certificate is delivered pursuant to Section 9.1(d) of the First Lien Credit Agreement, dated as of July 3, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) among Focus Financial Partners, among Lxxxxx PurchaserLLC, Inc., a Delaware corporation as the Borrower (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings lending institutions from time to time party theretoparties thereto (each a “Lender” and collectively the “Lenders”), Bank of America, N.A., as Revolver Administrative Agent, the Lenders from time to time party thereto Swingline Lender and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)a Letter of Credit Issuer and Royal Bank of Canada, as the Term Administrative Agent and L/C Issuer. Unless otherwise the Collateral Agent (capitalized terms used but not defined herein, terms defined in herein having the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them meaning provided in the Credit Agreement). The Assignor identified on Schedule I hereto (undersigned hereby certifies, solely in the “Assignor”) capacity as an Authorized Officer of the Borrower, and the Assignee identified on Schedule I hereto (the “Assignee”) agree not individually, as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assignsassigns permitted pursuant to the Credit Agreement. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE , FOR VALUE RECEIVED, the undersigned, a Delaware limited partnership (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December [ ]November 25, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasHSBC Bank USA, LLC (together with one or more sub-agents or designees)National Association, as the Administrative Agent, the Collateral Agent, a Swingline Lender and an Issuing Bank, and each other Issuing Bank from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and L/C Issuerbefore as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Credit Agreement. Unless otherwise defined herein, This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms defined and conditions as provided in the Credit Agreement. This Note is one of the promissory notes referred to in the Credit Agreement and used is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Affiliated Lender Assignment Note shall become, or may be declared to be, immediately due and Assumption (this “Assignment”) shall have the meanings given to them payable all as provided in the Credit Agreement. Loans (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent in accordance with the Credit Agreement. The Assignor identified on Schedule I hereto Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (the “Assignor”other than Swingline Loans) and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the Assignee identified part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent of any right, remedy, power or privilege hereunder or under any Credit Document on Schedule I hereto (any one occasion shall not be construed as a bar to any right or remedy that the “Assignee”) agree as follows:Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. XXXXXXX X-0 EXHIBIT B [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION OF] BORROWING REQUEST Mizuho Bank, Ltd. as Administrative Agent under the Credit Agreement referred to below Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx ______________, 20__ Reference is made to the Credit and Guaranty Agreement, Term Loan Agreement dated as of December [ January [2], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc.MPLX LP, a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasMizuho Bank, LLC (together with one or more sub-agents or designees)Ltd., as Administrative Agent Agent. Capitalized terms used herein and L/C Issuer. Unless not otherwise defined herein, terms herein are used herein as defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto Borrower hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the Borrower hereby requests a Borrowing and, in that connection, sets forth below the information relating to such Borrowing (the “AssignorProposed Borrowing”) and as required by Section 2.03 of the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsCredit Agreement:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart counter-part of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. XXXXXXX X-0 FORM OF EXHIBIT C-2 TO CREDIT AGREEMENT AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference ACCEPTANCE AGREEMENT This Affiliated Lender Assignment and Acceptance Agreement (this “Assignment”) is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, Inc., a Delaware corporation (“Purchaser” and, prior the Assignor hereby irrevocably sells and assigns to the consummation Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the AcquisitionEffective Date inserted by the Administrative Agent as contemplated below, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation i) all of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., Assignor’s rights and obligations in its capacity as a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in Lender under the Credit Agreement and used any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any guarantees included in this Affiliated Lender Assignment such facilities), and Assumption (this “Assignment”ii) shall have to the meanings given extent permitted to them be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. The Assignor identified , any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on Schedule I hereto or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the “Assignor”rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and the Assignee identified on Schedule I hereto (ii) above being referred to herein collectively as the “AssigneeAssigned Interest”) agree ). Such sale and assignment is without recourse to the Assignor and, except as follows:expressly provided in this Assignment, without representation or warranty by the Assignor.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 Form of Assignment and Assumption EXHIBIT F FORM OF AFFILIATED LENDER ASSIGNMENT GUARANTY See attached. Form of Guaranty AMENDED AND ASSUMPTION Reference is made to the Credit and RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of December [ ]May 24, 2018 2007, is made by EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) in favor of BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as amended, restated, amended and restated, extended, supplemented or otherwise modified administrative agent (in writing from time to timesuch capacity, the “Credit AgreementAdministrative Agent”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation ) for each of the Acquisitionlenders (the “Lenders” and collectively with the Administrative Agent and other Persons party to Related Credit Arrangements as more particularly described in Section 19 hereof, the “BorrowerSecured Parties”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time ) now or hereafter party to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and (as defined below). All capitalized terms used in this Affiliated Lender Assignment and Assumption (this “Assignment”) but not otherwise defined herein shall have the meanings given ascribed to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. The words “execution,” “signed,” and “signature,” and words of like import, in or referring to this Assignment and Assumption shall include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts (and the Administrative Agent may rely on any such electronic signatures without further inquiry). This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM EXHIBIT B OPINION OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made COUNSEL FOR THE BORROWER [_______], 2021 To the Lenders and the Administrative Agent Referred to Below c/o U.S. Bank National Association, as Administrative Agent Ladies and Gentlemen: We have acted as counsel for Nelnet, Inc., a Nebraska corporation (the “Borrower”), in connection with the Third Amended and Restated Credit and Guaranty Agreement, Agreement dated as of December [ ]September 22, 2018 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”)banks and other financial institutions identified therein as Lenders, Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)U.S. Bank National Association, as Administrative Agent and L/C IssuerAgent. Unless otherwise defined herein, terms Terms defined in the Credit Agreement are used herein with the same meanings. We have examined originals or copies, certified or otherwise identified to my/our satisfaction, of such documents, corporate records, certificates of public officials and used in other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this Affiliated Lender Assignment and Assumption (this “Assignment”) shall opinion. In our examination, we have assumed the meanings given to them in genuineness of the signatures of Persons signing the Credit Agreement. The Assignor identified , the authority of such Persons signing on Schedule I hereto behalf of the parties thereto (other than the “Assignor”Borrower) and the Assignee identified on Schedule I hereto due authorization, execution and delivery of all documents by the parties thereto (other than the “Assignee”) agree as followsBorrower). Upon the basis of the foregoing, we are of the opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed byTHIS ASSIGNMENT AND ASSUMPTION AND ANY DISPUTE, and construed in accordance withCLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, the law of the State of New YorkTORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this This Affiliated Lender Assignment and Assumption (this “AssignmentAssignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](17) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](18) Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](19) hereunder are several and not joint.](20) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit AgreementAgreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on Schedule I hereto or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the “Assignor”rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and the Assignee identified on Schedule I hereto (the ii) above being referred to herein collectively as [the][an] “AssigneeAssigned Interest”) agree as follows:).

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterpartscounterparts (including by facsimile and other electronic transmission), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT EXHIBIT E TO CREDIT AND ASSUMPTION GUARANTY AGREEMENT CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]February 8, 2018 2012 (as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Lxxxxx PurchaserTRONOX PIGMENTS (NETHERLANDS) B.V., Inc.a private limited liability company incorporated under Dutch law (the “Borrower”), TRONOX INCORPORATED, a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“US Holdings”), certain Subsidiaries of Holdings, as Guarantors, XXXXXXX XXXXX BANK USA, as Sole Lead Arranger, Joint Bookrunner, Administrative Agent, Collateral Agent and Syndication Agent, DEUTSCHE BANK SECURITIES INC., as Joint Bookrunner and Documentation Agent and the other Subsidiaries of Holdings Agents and Lenders party thereto from time to time party thereto, the Lenders from time time. Pursuant to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”Section 2.17(c) shall have the meanings given to them in of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. The Assignor identified on Schedule I hereto ([NAME OF LENDER] By: Name: Title: EXHIBIT F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE February 8, 2012 THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS, in each case as of the “Assignor”) date hereof and the Assignee identified on Schedule I hereto (the “Assignee”) agree in his/her capacity as followsan Authorized Officer but not in any individual capacity:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption and the rights and obligations of the parties under this Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law of the State of New YorkYork without regard to principles of conflicts of laws to the extent that the same are not mandatorily applicable by statute and the application of the laws of another jurisdiction would be required thereby. XXXXXXX X-0 EXHIBIT E-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION LEGAL OPINION OF DEBEVOISE & XXXXXXXX LLP EXHIBIT E-2 FORM OF LEGAL OPINION OF MORRIS, NICHOLS, ARSHT & XXXXXXX LLP EXHIBIT F FORM OF EXEMPTION CERTIFICATE Reference is made to the Mezzanine Credit and Guaranty Agreement, dated as of December [ ]July 31, 2018 2008 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Mezzanine Credit Agreement”), among Lxxxxx PurchaserExplorer Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware corporation, Booz Xxxxx Xxxxxxxx Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” the several banks and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions or entities from time to time party parties thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Credit Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and L/C IssuerCredit Suisse Securities (USA) LLC, Banc of America Securities LLC and Xxxxxx Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Mezzanine Credit Agreement. (the “Non-US Lender”) is providing this certificate pursuant to Section 2.10(d) of the Mezzanine Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) Non-US Lender hereby represents and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswarrants that:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT I FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made INTERCOMPANY NOTE [This Note, and the obligations of [ ], a [ ] [corporation] [limited liability company] (the “Payor”), hereunder, shall be subordinate and junior in right of payment to all Senior Indebtedness (as defined in Section 7 of the Intercompany Subordination Agreement by and among Ditech Holding Corporation (formerly known as Xxxxxx Investment Management Corp.), a Maryland corporation (the “Borrower”), Credit Suisse AG, Cayman Islands Branch as collateral agent and each subsidiary of the Borrower from time to time party thereto (as amended, modified, restated and/or supplemented from time to time, the “Intercompany Subordination Agreement”) on the terms and conditions set forth in the Intercompany Subordination Agreement.]22 New York, New York , FOR VALUE RECEIVED, the Payor hereby promises to pay [on demand] [on [DATE]] to the order of , or its assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the Payee to the Payor. The Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and the Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, receivership, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or (y) any exercise of remedies (including the termination of the Commitments (as defined in the Credit Agreement)) pursuant to Article 7 of the Credit Agreement referred to below, the unpaid principal amount hereof and Guaranty any applicable accrued but unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Second Amended and Restated Credit Agreement, dated as of December [ ]February 9, 2018 among the Borrower, the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (as amended, restated, amended and restated, extended, modified and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior ) and is subject to the consummation of terms thereof[, and shall be pledged by the Acquisition, Payee pursuant to the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation Pledge Agreement (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement Agreement). The Payor hereby acknowledges and used in this Affiliated Lender Assignment and Assumption agrees that the Pledgee (this “Assignment”) shall have the meanings given to them as defined in the Credit Pledge Agreement) may, pursuant to the Pledge Agreement as in effect from time to time, exercise all rights provided therein with respect to this Note].23 22 EACH PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN INCURRED BY ANY CREDIT PARTY OWING TO ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A CREDIT PARTY THAT IS PERMITTED BY THE CREDIT AGREEMENT SHALL HAVE INCLUDED ON ITS FACE THIS BRACKETED LEGEND. 23 INSERT IN EACH INTERCOMPANY NOTE UNDER WHICH THE PAYEE IS A CREDIT PARTY (AS DEFINED IN THE CREDIT AGREEMENT). The Assignor identified on Schedule I hereto Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the “Assignor”Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without offset, counterclaim or deduction of any kind. The Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * [NAME OF PAYOR] By: Name: Title: Pay to the order of [NAME OF PAYEE] By: Name: Title: EXHIBIT J FORM OF ADMINISTRATIVE QUESTIONNAIRE DITECH HOLDING CORPORATION INVESTMENT MANAGEMENT Agent Information Agent Closing Contact Credit Suisse AG, Cayman Islands Branch Xxx Xxxxxxx Eleven Madison Avenue Tel: (000) 000-0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 E-Mail: Xxx.Xxxxxxx@xxxxxx-xxxxxx.xxx Agent Wire Instructions Bank of New York ABA 000000000 Account Name: CS Agency Cayman Account Account Number: 8900492627 It is very important that all of the requested information be completed accurately and the Assignee identified on Schedule I hereto that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Signature Block Information: • Signing Credit Agreement Yes No • Coming in via Assignment Yes No Type of Lender: (the “Assignee”) agree as followsBank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Lender Parent: Lender Domestic Address Lender Eurodollar Address Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. Primary Credit Contact Secondary Credit Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Lender’s Domestic Wire Instructions Bank Name: ABA/Routing No.: Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a Annex-1-1 manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. XXXXXXX X-0 EXHIBIT I FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION [ALTERNATIVE]46 LETTER OF CREDIT REPORT Date: ___________, 20___ To: The Bank of Nova Scotia, as Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]January 24, 2018 2020 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserC&W Senior Secured Parent Limited, Inc.as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a Delaware corporation (“Purchaser” andlimited liability company organized under the laws of Delaware, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” as Initial Borrowers and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”)Guarantors, the other Subsidiaries of Holdings Guarantors from time to time party thereto, the Lenders The Bank of Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto thereto, and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)The Bank of Nova Scotia, as Administrative Agent and L/C IssuerIssuer and Swing Line Lender. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified This report is being delivered pursuant to Section 2.03(n) of the Credit Agreement. Set forth in the table below is a description of each [Alternative] Letter of Credit issued by the undersigned and outstanding on Schedule I hereto the date hereof. L/C No. Class Currency Maximum Face Amount Current Face Amount Beneficiary Name Issuance Date Expiry Date Auto Renewal Date of Amendment Amount of Amendment 46 Bracketed language to be added if report relates to Alternative Letters of Credit. [●], as [Alternative] L/C Issuer By: Name: Title: EXHIBIT J FORM OF ADDITIONAL FACILITY JOINDER AGREEMENT47 This Additional Facility Joinder Agreement (this “Joinder Agreement”), dated as of [●], is made by and among [●], a [●] (the “Assignor[Borrower]”)] as Borrower and Guarantor, each of the other Loan Parties party hereto, the financial institutions listed on Schedule 1 to this Joinder Agreement (the “Additional [Term/Revolving] Lenders”) and the Assignee identified on Schedule I hereto The Bank of Nova Scotia as Administrative Agent (the “AssigneeAdministrative Agent”) agree and Security Trustee (the “Security Trustee”) under the amended and restated credit agreement dated as follows:of January 24, 2020 (as amended, restated, supplemented or otherwise modified from time to time prior to the Effective Date (as defined below), the “Credit Agreement”) between, among others, the [Borrower], as Borrower, the other Borrowers and Guarantors party thereto from time to time, the Administrative Agent, the Security Trustee and each Lender from time to time party thereto.

General Provisions. This Assignment shall be binding upon1.01 Sublandlord hereby subleases the ALF Premises to Subtenant, and inure pursuant to the benefit of, terms and provisions of this Sublease and the parties hereto and their respective successors and assignsPrime Lease. This Assignment The term (as such term may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of extended pursuant to this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timeSection 1.01, the “Credit AgreementInitial Term”) of this Sublease shall be for a period commencing at 12:00:01 A.M. on the Commencement Date of the Prime Lease (the “Commencement Date”), among Lxxxxx Purchaserand ending on such date that the Term or Extended Term (as such terms are defined in the Prime Lease), Inc.as applicable, of the Prime Lease terminates pursuant to its terms (the “Expiration Date”), unless sooner terminated pursuant to the terms and provisions of this Sublease and/or the Prime Lease. Subtenant acknowledges that Sublandlord has two (2) options (each, a Delaware corporation “Renewal Option”), to extend the Initial Term of this Sublease for an additional period of five (5) years each (each, an “Purchaser” andExtension Term”). The Initial Term together with each Extension Term are collectively referred to herein as the “Term”. Each Renewal Option for each Extension Term may be exercised by Subtenant, by Subtenant giving written notice (an “Option Notice”) to Sublandlord not less than six (6) months nor more than twelve (12) months prior to the consummation expiration of the Acquisitionthen current term of this Sublease. Sublandlord hereby covenants and agrees that if Subtenant exercises a Renewal Option under this Sublease, then Sublandlord shall timely and validly exercise its corresponding extension option under the “Borrower”)Prime, Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” in accordance with the terms and immediately upon consummation provisions of the AcquisitionPrime Lease for the valid exercise of such renewal option, subject to Sublandlord having the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), right to exercise the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:extension at that time.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Agency Team [Date] Ladies and Gentlemen: The undersigned, FitBit, Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of December [ ]August 13, 2018 2014 (as it may be amended, restated, amended and restated, extendedmodified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time Guarantors party thereto, the Lenders from time to time party thereto (each a “Lender” and Nomura Corporate Funding Americascollectively, LLC (together with one or more sub-agents or designeesthe “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Collateral Agent, the other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for the Lenders, and L/C Issuer. Unless otherwise defined hereinhereby gives you notice, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given irrevocably, pursuant to them in Section 2.5 of the Credit Agreement. The Assignor identified on Schedule I hereto , that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “AssignorProposed Borrowing”) and as required by Section 2.5 of the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsCredit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT D-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this This Affiliated Lender Assignment and Assumption (this “AssignmentAffiliated Lender Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit AgreementSyndicated Facility Agreement (First Lien) identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Syndicated Facility Agreement (First Lien), as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Syndicated Facility Agreement (First Lien) and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations in Swing Line Loans and L/C Obligations included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Syndicated Facility Agreement (First Lien), any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on Schedule I hereto or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the “Assignor”rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender Assignment and Assumption, without representation or warranty by [the][any] Assignor. With respect to any Effective Date set forth below that is on or before the date that is twenty-four (24) months after the Delayed Draw Funding Date, [the] [each] Assignee identified on Schedule I hereto (has provided directly to the “Assignee”Borrower Representative, at least 3 Business Days prior to such Effective Date, the applicable United States Federal Withholding Tax Certification pursuant to Section 3.01(c) agree as follows:of the 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery 2 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing Taxes. Acceptance of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made EXHIBIT B COMPLIANCE CERTIFICATE Date: To: The Lenders parties to the Credit and Guaranty Agreement, Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of December [ ]19, 2018 2014 (as amended, restatedmodified, amended and restated, extended, supplemented renewed or otherwise modified in writing extended from time to time, the “Credit Agreement”)) among A.S.V., among Lxxxxx Purchaser, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party theretoLoan Parties, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent and L/C Issuerfor the Lenders. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall Compliance Certificate have the meanings given to them ascribed thereto in the Credit Agreement. The Assignor identified on Schedule I hereto (In the “Assignor”) event of any conflict between the calculations required under this certificate and those required under the Assignee identified on Schedule I hereto (Agreement, the “Assignee”) agree as followsterms of the Agreement shall control. THE UNDERSIGNED HEREBY CERTIFIES THAT:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAffiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. XXXXXXX X-0 [FORM OF AFFILIATED LENDER OF] ASSIGNMENT AND ASSUMPTION Reference This Assignment and Assumption (this “Assignment and Assumption”) is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Inc., a Delaware corporation (“Purchaser” and, prior the Assignor hereby irrevocably sells and assigns to the consummation Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the AcquisitionEffective Date inserted by the Administrative Agent as contemplated below, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation i) all of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., Assignor’s rights and obligations in its capacity as a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in Lender under the Credit Agreement and used any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in this Affiliated Lender Assignment its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and Assumption all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (this i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “AssignmentAssigned Interest”) ). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall have cease to be a party thereto but shall continue to be entitled to the meanings given benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to them in facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. The Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the Assignor identified on Schedule I hereto and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made BORROWING REQUEST Xxxxxxx Xxxxx Bank USA, as Administrative Agent for the Lenders party to the Credit Agreement referred to below [Date] Ladies and Guaranty Gentlemen: The undersigned, Square, Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of December [ ]May 1, 2018 2020 (as amended, restated, amended and restated, extendedmodified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”,” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (each a “Lender” and Nomura Corporate Funding Americascollectively, LLC (together with one or more sub-agents or designees)the “Lenders”) and you, as Administrative Agent for such Lenders, and L/C Issuer. Unless otherwise defined hereinhereby gives you notice, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given irrevocably, pursuant to them in Section 2.03 of the Credit Agreement. The Assignor identified on Schedule I hereto , that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “AssignorProposed Borrowing”) and as required by Section 2.03 of the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsCredit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 6 If assignment is being made pursuant to Section 2.19 of the Credit Agreement and Borrower has made the payments required by such Section, the Assignor’s portion of payments in respect of the Assigned Interest shall be payable to the Borrower EXHIBIT C NOTE [Date] OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation (the “Borrower”), promises to pay to ____________________________________ (the “Lender”) on the Revolving Credit Termination Date (or, if the Revolving Credit Termination Date has been extended and the Lender did not consent thereto, the previously effective Revolving Credit Termination Date applicable to the Lender, without giving effect to such extension) __________ DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Xxxxx Fargo Bank, National Association in Charlotte, North Carolina, as Agent, together with accrued but unpaid interest thereon. The Borrower shall pay interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of March 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the lenders party thereto, including the Lender, and Xxxxx Fargo Bank, National Association, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. Any assignment of this Note, or any rights or interest herein, may only be made in accordance with the terms and conditions of the Agreement. This Note is a registered Note and, as provided in the Agreement, the Borrower, the Agent and the Lenders may treat the person whose name is recorded in the Register as the owner hereof for all purposes, notwithstanding notice to the contrary. The entries in the Register shall be conclusive, absent manifest error. This Note shall be governed by, and construed in accordance with, the laws of the State of New York. OKLAHOMA GAS AND ELECTRIC COMPANY By: Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF OKLAHOMA GAS AND ELECTRIC COMPANY, DATED _____________ ____, 201___ Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance EXHIBIT D FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION JOINDER AGREEMENT Joinder Agreement Dated [__________] Reference is made to the Credit and Guaranty Agreement, Agreement dated as of December [ ]March 8, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) by and among Oklahoma Gas and Electric Company, among Lxxxxx Purchaseran Oklahoma corporation, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation the lenders party thereto (“LPP” and immediately upon consummation of the Acquisition, the “BorrowerLenders”) and Xxxxx Fargo Bank, National Association, as agent (the “Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise Capitalized terms used herein which are not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them assigned thereto in the Credit Agreement. The Assignor identified on Schedule I hereto Borrower, [__________] (the “AssignorIncreasing Lender”) and the Assignee identified on Schedule I hereto [__________] (the “AssigneeNew Lender”) agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, and construed in accordance with, the law laws of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION EXHIBIT C [Form of] BORROWING REQUEST Royal Bank of Canada, as Administrative Agent [ADDRESS] Re: Norcraft Companies, L.P. [Date] Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, Agreement dated as of December [ ]November 14, 2018 2013 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) among NORCRAFT COMPANIES, among Lxxxxx Purchaser, Inc.L.P., a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement), Inc.RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, a Delaware corporation as joint lead arrangers and joint bookrunners (in such capacities, individually, “LPPArranger” and immediately upon consummation of the Acquisition, collectively the “BorrowerArrangers”), Lxxxxx International Manufacturing Corp.and ROYAL BANK OF CANADA, a Delaware corporation as administrative agent (in such capacity, “HoldingsAdministrative Agent”), the other Subsidiaries of Holdings from time to time party thereto, ) for the Lenders from time and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Borrower hereby gives you notice pursuant to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in Section 2.03 of the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in that it requests a Borrowing under the Credit Agreement. The Assignor identified , and in that connection sets forth below the terms on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswhich such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic method of transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT H FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, GUARANTY AGREEMENT THIS GUARANTY AGREEMENT dated as of December [ ]June 21, 2018 2011 is executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of June 21, 2011 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement), by and among Lxxxxx PurchaserAmeriGas Propane, Inc.L.P., a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsAmeriGas Propane, Inc., a Delaware Pennsylvania corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsGeneral Partner”), the financial institutions party thereto and their assignees under Section 14.10 thereof (the “Lenders”), the Administrative Agent, and the other Subsidiaries parties thereto, for its benefit and the benefit of Holdings the Lenders, the Swingline Lender, the Issuing Lender and any Affiliate of a Lender or any other Person to whom Obligations are owed from time to time party thereto(the Administrative Agent, the Lenders from time to time party thereto Lenders, the Swingline Lender, the Issuing Lender, such Affiliates and Nomura Corporate Funding Americassuch other Persons each individually a “Guarantied Party” and collectively, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorGuarantied Parties”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumptions. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkJersey. XXXXXXX X-0 FORM EXHIBIT “F” ATTACHED TO AND MADE A PART OF AFFILIATED LENDER ASSIGNMENT THAT CERTAIN SECOND AMENDED AND ASSUMPTION RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FREE CASH FLOW CERTIFICATE MISTRAS GROUP, INC. DATE: ____________________, 20___ Reference is made to the that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of December [ July [___], 2018 2009 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserMistras Group, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in The officer executing this certificate is a Responsible Officer of the Credit Agreement Borrower and used in as such is duly authorized to execute and deliver this Affiliated Lender Assignment and Assumption (certificate on behalf of the Borrower. By executing this “Assignment”) shall have certificate such officer hereby certifies to the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) Agent and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsLenders that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkNorth Carolina. XXXXXXX X-0 EXHIBIT D [FORM OF] SUBSIDIARY GUARANTY AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of August 3, 2007, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of WATSCO, INC., a Florida corporation (the “Borrower”), and BANK OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Revolving Credit and Guaranty Agreement, Agreement dated as of December [ ]August 3, 2018 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (the “Lenders”) and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent for the Lenders, swingline lender and L/C Issuerissuing bank (in such capacity, the “Issuing Bank”). Unless otherwise Capitalized terms used herein and not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto (Lenders have agreed to make Loans to the “Assignor”) Borrower, and the Assignee identified on Schedule I Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guarantee Agreement. Accordingly, the parties hereto (the “Assignee”) agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. XXXXXXX X-0 Exhibit A — Form of Assignment and Assumption EXHIBIT B TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty AgreementCOMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 200__ TO , 200__ This certificate dated as of December [ ], 2018 is prepared pursuant to the Amended and Restated Credit Agreement dated as of March 2, 2006 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a Delaware corporation (the “Parent”), among Lxxxxx PurchaserMARINER ENERGY RESOURCES, Inc., a Delaware corporation (“PurchaserMER” andand together with the Parent, prior to the consummation of the Acquisitioncollectively, the “Borrowers” and individually, a “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings lenders party thereto from time to time party thereto(the “Lenders”), and UNION BANK OF CALIFORNIA, N.A., as administrative agent for such Lenders (in such capacity, the Lenders from time to time party thereto “Administrative Agent”) and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuerissuing lender. Unless otherwise defined hereinin this certificate, capitalized terms that are defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given assigned to them in by the Credit Agreement. The Assignor identified on Schedule I hereto Each of the undersigned hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the “Assignor”) representations and warranties made by the Borrowers in the Credit Agreement and the Assignee identified other Loan Documents are true and correct in all material respects as if made on Schedule this date, except with respect to those representations and warranties that speak as of a certain date, which representations and warranties were true and correct as of such date, and (c) that (1) as of the date hereof with respect to Section I hereto below, and (2) as of the “Assignee”) agree as followslast day of the previous fiscal quarter for Sections II and III below, the following statements, amounts, and calculations were true and correct:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. XXXXXXX X-0 ANNEX 1-2 TO THE CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is PROMISSORY NOTE (REVOLVING CREDIT LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to [Revolving Credit Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Revolving Credit Loans made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December [ ]October 3, 2018 2016 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among Lxxxxx Purchaser, Inc.TEX Intermediate Company LLC, a Delaware corporation limited liability company, the Borrower, the Lenders and Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Revolving Credit Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (“Purchaser” and, and before as well as after judgment) at the Default Rate. The Revolving Credit Loans evidenced hereby are subject to prepayment prior to the consummation Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the Acquisitionpromissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Revolving Credit Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Revolving Credit Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Revolving Credit Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Revolving Credit Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-2 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), Lxxxxx Pool Productshereby unconditionally promises to pay to [Term Loan Lender] or its registered assigns (the “Lender”), Inc.in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware corporation (“LPP” limited liability company, the Borrower, the Lenders and immediately upon consummation Letter of Credit Issuers party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the AcquisitionTerm Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with of this Promissory Note. All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT K-3 TO THE CREDIT AGREEMENT FORM OF PROMISSORY NOTE (TERM C LOANS) $ New York, New York [ , 20 ] FOR VALUE RECEIVED, the undersigned, TEX Operations Company LLC, a Delaware limited liability company (the “Borrower”), Lxxxxx International Manufacturing Corp.hereby unconditionally promises to pay to [Term C Loan Lender] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of (a) [AMOUNT] [($[ ])], or, if less, (b) the aggregate unpaid principal amount, if any, of Term C Loans made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 3, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among TEX Intermediate Company LLC, a Delaware corporation (“Holdings”)limited liability company, the other Subsidiaries Borrower, the Lenders and Letter of Holdings Credit Issuers party thereto from time to time party theretotime, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Deutsche Bank AG New York Branch, as Administrative Agent and L/Collateral Agent, and the other parties named therein. The Borrower hereby further promises to pay interest on the unpaid principal amount of the Term C Issuer. Unless otherwise defined hereinLoan made by the Lender from the date of such Loan until such principal amount is paid in full, terms defined in the Credit Agreement at such interest rates and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) at the Default Rate. The Assignor identified Term C Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Term C Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The Borrower, for itself, its successors and assigns, hereby waives presentment, protest, demand and notice of any kind whatsoever in connection with this Promissory Note. All payments in respect of the principal of and interest on Schedule I hereto this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5(e) of the Credit Agreement, and such Person shall be treated as the Term C Loan Lender hereunder for all purposes of the Credit Agreement. THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [Signature page follows] TEX OPERATIONS COMPANY LLC By: Name: Title: [Signature Page to Promissory Note (Term C Loans)] LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Term C Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT L TO THE CREDIT AGREEMENT FORM OF INCREMENTAL AMENDMENT INCREMENTAL AMENDMENT, dated as of [ , 20 ] (this “Agreement”), by and among [LENDERS PROVIDING NEW LOANS] (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”), TEX Operations Company LLC, a Delaware limited liability company (the “AssignorBorrower”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree Deutsche Bank AG New York Branch, as follows:Administrative Agent and as Collateral Agent.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more parties on any number of separate counterparts, which and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of to this Assignment and Assumption by telecopy email or facsimile transmission shall be effective as delivery of a manually signed executed counterpart hereof. A set of copies of this AssignmentAssignment and Assumption signed by all the parties shall be lodged with the Lender. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 TALF Master Loan and Security Agreement Appendix 3A-4 APPENDIX 3B: FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender ASSIGNMENT BY XXXXXXXX) This Assignment and Assumption (this “AssignmentAssignment and Assumption”) shall have is dated as of the meanings given to them in Effective Date set forth below and is entered into by and between the Credit Agreement. The Assignor identified on Schedule I hereto in item 1 below (the “Assignor”) and the Assignee identified on Schedule I hereto in item 2 below (the “Assignee”) agree ), through their respective Applicable TALF Agents, pursuant to the Master Loan and Security Agreement identified below (the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as follows:if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by Lender, all of the Assignor’s rights and obligations in its capacity as a Borrower under the Loan Agreement, any other Lending Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Loans identified below and any associated rights and obligations with respect thereto (the rights and obligations sold and assigned by the Assignor to the Assignee above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. Upon the effectiveness of this Assignment and Assumption, Assignee shall become bound to the terms and conditions of the Loan Agreement with respect to such Assigned Interest.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER THIS ASSIGNMENT AND ASSUMPTION Reference is made SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF BORROWING REQUEST Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, 00000 Attention: Agency Team [Date] Ladies and Guaranty Gentlemen: The undersigned, Zynga Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of December July [ ], 2018 2011 (as the same may be amended, restated, amended and restated, extendedmodified, extended and/or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”,” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (each a “Lender” and Nomura Corporate Funding Americascollectively, LLC (together with one or more sub-agents or designees)the “Lenders”) and you, as Administrative Agent for such Lenders, and L/C Issuer. Unless otherwise defined hereinhereby gives you notice, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given irrevocably, pursuant to them in Section 2.3 of the Credit Agreement. The Assignor identified on Schedule I hereto , that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “AssignorProposed Borrowing”) and as required by Section 2.3 of the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsCredit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including via “pdf”) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER THIS ASSIGNMENT AND ASSUMPTION Reference is SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EXHIBIT B-1 [FORM OF BORROWING SUBSIDIARY AGREEMENT] N/A EXHIBIT B-2 [FORM OF BORROWING SUBSIDIARY TERMINATION] N/A EXHIBIT C [FORM OF] PROMISSORY NOTE New York, New York $ [Date] For value received, [NAME OF BORROWER], a [jurisdiction of entity] [type of entity] (the “Borrower”), promises to pay to [name of Lender] (the “Lender”), (i) the principal sum of AND NO/100 DOLLARS ($ ) or, if less, the unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as defined below), when and Guaranty as due and payable under the terms of the Credit Agreement, and (ii) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in the currencies and to the accounts specified in the Credit Agreement, in immediately available funds. All Loans made by the Lender, and all repayments of the principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This note is one of the promissory notes issued pursuant to the Bridge Credit Agreement, dated as of December September [ ], 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserCDK Global Holdings, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party theretoLLC, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasJPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions governing the mandatory and optional prepayment hereof and the acceleration of the maturity hereof. This note is subject to the provisions of Section 10.09(b) (Submission to Jurisdiction), Section 10.09(c) (Waiver of Venue), Section 10.09(d) (Service of Process) and Section 10.10 (Waiver of Jury Trial). This note shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF BORROWER], by Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT D-1 [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement, dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (together with one or more sub-agents or designeesthe “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and L/C Issuerthe Company with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto [NAME OF LENDER] By Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “AssignorCompany”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Assignee identified on Schedule I hereto participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “AssigneeCode”), (iii) agree it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Company as followsdescribed in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN OR W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Credit Agreement dated as of September [ ], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global Holdings, LLC (the “Company”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A, as Administrative Agent. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Company with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN OR W-8BEN-E from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title:

General Provisions. This Assignment shall be binding uponTerms and Conditions of Purchase SUPPLIER additional documents and/or revised documents during the execution of the CONTRACT in order to adjust, and inure to the benefit ofclarify or complete a These General Purchasing Conditions (hereinafter, the parties hereto and "GPC") govern any supply of goods and/or services as well as their respective successors and assigns. This Assignment may be executed in any number of counterpartsassociated documentation (hereinafter, the "SUPPLIES") agreed between Air Liquide Advanced Technologies, which together shall constitute one instrument. Delivery has its registered office located at: 00, Xxxx x'Xxxxx - 00000 Xxxxx and having a place of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed bybusiness located at 0 xxx Xxxxxxxxxxx, 00000 Xxxxxxxxx, Xxxxxx (hereinafter, "AL-aT") and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made any company proposing or undertaking to the Credit and Guaranty Agreement, dated as of December [ ], 2018 sell such SUPPLIES (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timehereinafter, the “Credit Agreement”SUPPLIER"). AL-aT and the SUPPLIER may be designated individually as "Party” or collectively as the “Parties". The Parties acknowledge that the present GPC have been expressly reviewed and discussed during a negotiation phase. Accordingly, among Lxxxxx Purchaserunless otherwise agreed by the Parties, Inc., acceptance by the SUPPLIER of a Delaware corporation (“Purchaser” and, prior to the consummation purchase order issued by AL-aT as set forth in Article 3 of the Acquisitionpresent GPC (hereinafter, the "PURCHASE ORDER") shall be deemed to constitute an agreement by the SUPPLIER to be bound by these GPC and any other agreed conditions as described in the relevant PURCHASE ORDER (hereinafter, the “BorrowerPARTICULAR CONDITIONS”). The following documents, Lxxxxx Pool Productslisted in descending order of priority in case of conflict or discrepancies, Inc., a Delaware corporation (“LPP” and immediately upon consummation constitute the entire agreement of the AcquisitionParties (hereinafter, the “BorrowerCONTRACT”): ● The PURCHASE ORDER, including any applicable documentations referred therein and PARTICULAR CONDITIONS; ● The present GPC; ● The SUPPLIER’s offer (exclusive of SUPPLIER’s general sales conditions referred or included therein, if any), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION COMPLIANCE CERTIFICATE Financial Statement Date:_____________, To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]September 11, 2018 2013 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the capitalized terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc.Tupperware Brands Corporation, a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc.Tupperware International Holdings B.V., a Delaware corporation (“LPP” and immediately upon consummation private limited liability company organized under the laws of the Acquisition, Netherlands (the “Subsidiary Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasJPMorgan Chase Bank, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent Agent, Swingline Lender and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit AgreementIssuing Bank. The Assignor identified undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on Schedule I hereto (the “Assignor”) behalf of the Borrower, and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:that: [Use following paragraph 1 for fiscal year-end financial statements]

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy or other electronic transmission (such as a .pdf) shall be as effective as delivery of a manually executed counterpart of this AssignmentAffiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is EXHIBIT C GUARANTEE AGREEMENT made by THE GUARANTORS PARTY HERETO FROM TIME TO TIME in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of [ ], 2015 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of [ ], 2015, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”; provided that no Excluded Subsidiary shall be required to be a party hereto), in favor of JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties in connection with the Credit and Guaranty Agreement, dated as of December [ ]October 7, 2018 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing modified, refinanced or replaced from time to time, the “Credit Agreement”), among Lxxxxx PurchaserThe Match Group, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe banks and other financial institutions or entities parties thereto as “Lenders” (the “Lenders”), Inc.JPMorgan Chase Bank, a Delaware corporation N.A., as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the and certain other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:parties.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF EXHIBIT B [Form of] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference This Affiliated Lender Assignment and Assumption (the “Assignment and Assumption”) is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Inc., a Delaware corporation (“Purchaser” and, prior the Assignor hereby irrevocably sells and assigns to the consummation Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Acquisition, Effective Date inserted by the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation Administrative Agent as contemplated below (“LPP” and immediately upon consummation i) all of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., Assignor’s rights and obligations in its capacity as a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in Lender under the Credit Agreement and used any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility identified below (including any guarantees included in this Affiliated Lender Assignment such facility) and Assumption (this “Assignment”ii) shall have to the meanings given extent permitted to them be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. The Assignor identified , any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on Schedule I hereto or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the “Assignor”rights and obligations sold and assigned pursuant to clauses (i) and the Assignee identified on Schedule I hereto (ii) above being referred to herein collectively as the “AssigneeAssigned Interest”) agree ). Such sale and assignment is without recourse to the Assignor and, except as follows:expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

General Provisions. This Assignment Subject to the limitations of Section 9.10, in the event of a Tag-Along Sale, all of the participating Tag-Along Members and, in the event of a Drag-Along Sale, all of the Subject Parties, shall (i) take such actions as may be reasonably requested by the Seller or Dragging Member in connection with consummating the Tag-Along Sale or the Drag-Along Sale, as the case may be, (ii) vote in favor of, consent to and raise no objections against the Tag-Along Sale or the Drag-Along Sale, as the case may be, or the process pursuant to which the Tag-Along Sale or the Drag-Along Sale, as the case may be, was arranged, (iii) waive any dissenter’s, appraisal and other similar rights, (iv) if the Tag-Along Sale or the Drag-Along Sale, as the case may be, is structured as a merger or a sale of Units, agree to sell such Member’s Units at the price and on the terms and conditions of the Tag-Along Sale or the Drag-Along Sale, as the case may be, (v) execute and deliver such documents as may be reasonably requested by the Seller or the Dragging Member in connection with any Tag-Along Sale or the Drag-Along Sale, as the case may be, including, without limitation, written consents of Members, proxies, letters of transmittal, purchase agreements and Unit Transfer powers, in each case consistent with the certificates and documentation being delivered by the Seller or the Dragging Member, as the case may be, provided that each of the participating Tag-Along Members or the Subject Parties, as applicable, shall be binding uponrequired to make several (and not joint and several) representations and warranties only as to ownership, authorization, no liens and encumbrances and non-contravention (vi) indemnify the transferee(s) upon the same terms as are applicable to the Seller or the Dragging Member, as the case may be, but only so long as all indemnification obligations made to any party (including any seller representative, if any) are several, not joint and several, in proportion to the consideration paid to each and the maximum indemnification obligation of any Tag-Along Member or other Subject Party shall not exceed the amount of the cash proceeds actually received by such Person in such Tag-Along Sale or Drag-Along Sale, and inure (vii) at the closing of such Tag-Along Sale or the Drag-Along Sale, as the case may be, the participating Tag-Along Members or other Subject Parties shall deliver certificates for all Units to be sold, exchanged or otherwise Transferred by such Persons, duly endorsed for Transfer or termination, to the benefit ofpurchaser against delivery of the appropriate purchase price. Notwithstanding anything to the contrary contained in this Section 9.10, if the parties hereto Seller or the Dragging Member agrees to escrow any amount of proceeds resulting from a Tag-Along Sale or the Drag-Along Sale, as the case may be, or to accept indebtedness or other securities, then each Tag-Along Member or Subject Party shall be required to escrow a pro rata amount of its proceeds from such Tag-Along Sale or the Drag-Along Sale, as the case may be, or accept such indebtedness or other securities on the same terms as are applicable to the Seller or the Dragging Member. If the Seller or the Dragging Member is given an option as to the form and their respective successors amount of consideration to be received, then, in the event of a Tag-Along Sale, all of the participating Tag-Along Members and, in the event of a Drag-Along Sale, all of the Subject Parties, shall be given the same option. Further, and assigns. This Assignment may notwithstanding anything to the contrary contained in this Section 9.10 no Class B Member shall be executed obligated to provide non-competition covenants in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented Tag-Along Sale or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more subDrag-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Along Sale.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER THIS ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty AgreementSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EXHIBIT B FORM OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT [Attached] EXECUTION VERSION SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December [ ]31, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserbetween Dex Media Holdings, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the other Subsidiaries of Holdings from time to time party thereto“Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the Lenders from time to time party thereto and Nomura Corporate Funding Americas“Subsidiary Guarantors” and, LLC (together with one or more sub-agents or designeesHoldings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as Administrative Agent and L/C Issuer. Unless otherwise administrative agent for the parties defined herein, terms defined in as “Lenders” under the Credit Agreement and used referred to below (in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them such capacity, together with its successors in the Credit Agreement. The Assignor identified on Schedule I hereto (such capacity, the “AssignorAdministrative Agent”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:).

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart Annex 1-1 of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New York. XXXXXXX X-0 EXHIBIT L FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is PROMISSORY NOTE New York, New York $ [ ], 201[ ] FOR VALUE RECEIVED, the undersigned, KFN NR INVESTORS L.P., a Delaware limited partnership (the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 of the Credit Agreement) on the Maturity Date, the principal amount of [ ] US Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans, if any, made by the Lender to the Borrower pursuant to the Credit Agreement. The Borrower further unconditionally promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and Guaranty on the dates specified in Section 2.8 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to in Section 13.6 of the Credit Agreement, dated as of December [ ]October 29, 2018 2010 (as amended, restatedreplaced, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto and Nomura Corporate Funding Americas(the “Lenders”), LLC (together with one or more sub-agents or designees)JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and L/C IssuerLetter of Credit Issuer (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). Unless otherwise defined hereinThis Promissory Note is subject to, terms defined and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Agreement and used Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The Assignor identified rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on Schedule I hereto (this Promissory Note shall be made to the “Assignor”) Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5 of the Credit Agreement, and such Person shall be treated as the Assignee identified on Schedule I hereto (Lender hereunder for all purposes of the “Assignee”) agree as follows:Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION COMPLIANCE CERTIFICATE , 20 KeyBank National Association, as Administrative Agent 0000 Xxxxxxxx Xxxx Brooklyn, Ohio 44144 Attention: Agency Services Each Lender party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to the that certain Revolving Credit and Guaranty Term Loan Agreement, dated as of December [ ]March 1, 2018 2016 (as amended, restated, amended and restated, extendedreplaced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserThe Xxxxxx Companies, Inc., a Delaware corporation (the “PurchaserCompany”), CooperVision International Holding Company, LP, a limited partnership registered in England and Wales under No. LP3698 and duly registered under the Companies Act of Barbados (“CooperVision International” andand together with the Company, prior to the consummation of the Acquisitioneach a “Borrower” and collectively, the “BorrowerBorrowers”), Lxxxxx Pool ProductsKeyBank National Association, Inc., a Delaware corporation as administrative agent (“LPP” and immediately upon consummation of the Acquisition, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders and each lender from time to time party thereto (the “Lenders”). Capitalized terms used herein and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them in the Credit Agreement. The Assignor identified on Schedule I hereto (Pursuant to Section 5.01(c) of the “Assignor”) Credit Agreement, the undersigned hereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Assignee identified on Schedule I hereto (the “Assignee”) agree Lenders as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. XXXXXXX X-0 EXHIBIT G FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made DELAYED DRAW TERM LOAN NOTE [See Attached] EXHIBIT G FORM OF DELAYED DRAW TERM LOAN PROMISSORY NOTE Principal: $[●] Date: [●] FOR VALUE RECEIVED, the undersigned ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), promises to pay to the order of STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with the respective successors, assigns, and subsequent holders of this Delayed Draw Term Loan Note, “Lender”), at 0000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000, or as Lender or the holder hereof may otherwise designate in writing, the principal amount of [●] and No/100 Dollars ($[●])2 (or so much thereof as shall have been advanced and remain unpaid and outstanding hereunder), with interest (computed on the basis of a 365-day year for the actual number of days elapsed) on the unpaid principal amount hereof from and including the date hereof until paid in full at the rate per annum equal to [●]%3. This Delayed Draw Term Loan Note shall be payable in [●] ([●])4 consecutive monthly installments as follows: [●] ([●])5 monthly installments of interest only each in the amount of $[●]6 payable on each Payment Day commencing with the Payment Day on [●]7 and continuing on each Payment Day up to and including January 1, 2025; followed by [●] ([●])8 additional monthly installments of combined principal and interest each in the amount of [●]9 payable on each Payment Day commencing February 1, 2025 and continuing on each Payment Day up to and including August 1, 2030; and then a final installment also payable on August 1, 2030 (the “Stated Maturity Date”) equal to $[●]10, together with all other accrued and unpaid interest hereon and all other amounts (if any) then payable hereon or otherwise under the Loan Documents, each such installment to be applied, first, to the payment of interest accrued on the unpaid principal amount hereof to the date of such installment and, second, to the reduction of such unpaid principal amount.11 All payments hereunder shall be made in lawful money of the United States and in immediately available funds. This Delayed Draw Term Loan Note is one of the Delayed Draw Term Loan Notes referenced in that certain Credit and Guaranty Agreement, dated as of December [ ]July 31, 2018 2023 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasStonebriar Commercial Finance, LLC (together with one or more sub-agents or designees)LLC, a Delaware limited liability company, as Administrative Agent and L/C IssuerAgent. Unless otherwise Capitalized terms used, but not expressly defined herein, terms herein that are defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them as set forth in the Credit Agreement. The Assignor identified Borrower shall have the right to voluntarily prepay all or a portion of this Delayed Draw Term Loan Note on Schedule I hereto any Payment Day, upon thirty (30) days’ prior written notice to Administrative Agent, such notice of prepayment being irrevocable unless expressly conditioned upon the occurrence of another transaction, in which case such notice may be revoked in the event such other transaction is not consummated, provided that any such prepayment shall be in a minimum principal amount of $1,000,000 (or, if less than $1,000,000, the remaining principal balance of the Delayed Draw Term Loans) and shall be in an integral multiple of $500,000 (such principal amount, the “Prepayment Amount”), together with all interest then accrued and unpaid on the principal so prepaid together with the Prepayment Fee (if any) set forth below. Except as otherwise provided in the Credit Agreement (including regularly scheduled payment installments as required by this Delayed Draw Term Loan Note), if Borrower voluntarily prepays or is required to prepay (whether due to permitted acceleration by the Administrative Agent or otherwise) this Delayed Draw Term Loan Note prior to the Stated Maturity Date, Borrower shall pay, on the date of such 2 To insert the applicable principal amount 3 To insert the applicable rate (i.e., the Term SOFR Rate plus 5.95%) 4 To insert number of months from Delayed Draw Funding Date until the Maturity Date. 5 To insert number of months from Delayed Draw Funding Date until December 1, 2024. 6 To insert amount of interest only payments. 7 To insert first Payment Date occurring after Delayed Draw Funding Date. 8 To insert number of months from February 1, 2025 until the Maturity Date. 9 To insert amount of principal and interest payments (to equal 80% of the applicable Delayed Draw Term Loan divided by months remaining until the Maturity Date). 10 To insert amount of final principal and interest payment (to equal 20% of the applicable Delayed Draw Term Loan). 11 NTD: If the Note date is after December 31, 2024, there shall be no interest-only period. prepayment (which shall be a Payment Day), a fee (the “AssignorPrepayment Fee”) to Lender in an amount equal to (a) eight percent (8%) of the Prepayment Amount if such prepayment occurs on or prior to December 31, 2024 (b) four percent (4%) of the Prepayment Amount if such prepayment occurs after December 31, 2024 but on or prior to December 31, 2025, (c) three percent (3%) of the Prepayment Amount if such prepayment occurs after December 31, 2025 but on or prior to December 31, 2026 and (d) two percent (2%) of the Assignee identified Prepayment Amount if such prepayment occurs thereafter, provided that the Prepayment Fee shall be charged and paid only to the extent permitted by Applicable Law. Any prepayment pursuant to this paragraph shall be applied to the installments hereof in the inverse order of maturity. Upon the maturity of this Delayed Draw Term Loan Note, the entire unpaid principal amount on Schedule I hereto this Delayed Draw Term Loan Note, together with all interest, fees and other amounts payable hereon or in connection herewith pursuant to the Loan Documents (the “AssigneeTotal Obligation”), shall be immediately due and payable without further notice or demand. In the event Borrower fails to pay in full and in good, immediately available funds the Total Obligation upon the same becoming due and payable (whether at maturity or upon acceleration), then all past due amounts shall bear interest at the Default Rate in accordance with Section 8 of the Credit Agreement, from the due date thereof until all such amounts have been paid in full in good, immediately available funds. If any payment on this Delayed Draw Term Loan Note becomes payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day. Borrower hereby waives diligence, demand, presentment, protest and notice of any kind, and assents to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Xxxxxxxx agrees to pay all amounts under this Delayed Draw Term Loan Note without offset, deduction, claim, counterclaim, defense or recoupment, all of which are hereby waived. Administrative Agent, Xxxxxx, Borrower and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by Applicable Law from time to time in effect. Neither Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under Applicable Law from time to time in effect, and the provisions of this paragraph shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. Xxxxxx expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) agree the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as follows:a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) Lender or any other holder of any or all of the Obligations shall otherwise collect amounts which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by Applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at Lender’s or such holder’s option, promptly returned to Borrower upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under Applicable Law, Lender and Borrower (and any other payors thereof) shall to the greatest extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest through the entire contemplated term of this Delayed Draw Term Loan Note in accordance with the amount outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under Applicable Law in order to lawfully charge the maximum amount of interest permitted under Applicable Law. This Delayed Draw Term Loan Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by Xxxxxxxx and Lender or any holder hereof. This Delayed Draw Term Loan Note shall be binding upon the successors and assigns of Borrower and inure to the benefit of Lender and its successors, endorsees and assigns; provided, however, that Borrower shall not assign this Delayed Draw Term Loan Note or any obligations hereunder without the prior written consent of Lender (such consent to be granted or withheld at Xxxxxx’s sole discretion), and any purported assignment without such prior written consent shall be null, void and of no effect. If any term or provision of this Delayed Draw Term Loan Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. BORROWER AND, BY ITS ACCEPTANCE HEREOF, XXXXXX XXXXXX KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS DELAYED DRAW TERM LOAN NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS DELAYED DRAW TERM LOAN NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING UNDER OR RELATED TO THIS DELAYED DRAW TERM LOAN NOTE MAY BE COMMENCED IN ANY FEDERAL OR STATE COURT SITTING IN THE EASTERN DISTRICT OF TEXAS AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF EACH SUCH COURT AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THE AGREEMENT OR THE SUBJECT MATTER THEREOF OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY MAY NOT BE ENFORCED IN OR BY SUCH COURT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS DELAYED DRAW TERM LOAN NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL LIMIT OR RESTRICT LENDER’S RIGHT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE IN WHICH ANY COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER ANY LOAN DOCUMENT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. [Signature Page Follows]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B-1 OPINION OF COUNSEL FOR THE BORROWERS Attached. EXHIBIT B-2 OPINION OF GENERAL COUNSEL OF THE COMPANY Attached. EXHIBIT C FORM OF AFFILIATED INCREASING LENDER ASSIGNMENT AND ASSUMPTION Reference is made SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “Supplement”), by and among each of the signatories hereto, to the Third Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]August 20, 2018 2021 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserWorthington Industries, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the other Subsidiaries of Holdings Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americasthereto, LLC (together with one or more sub-agents or designees)PNC Bank, National Association, as Administrative Agent and L/C Issuer. Unless otherwise defined hereinadministrative agent (in such capacity, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorAdministrative Agent”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree JPMorgan Chase Bank, N.A. as follows:syndication agent.

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy fax or other electronic delivery shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 (Remainder of page intentionally left blank) EXHIBIT H-1 TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE _______________, _____ FOR VALUE RECEIVED, the undersigned, a Delaware limited liability company (the “Borrower”), hereby promises to pay to ________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan (other than Swingline Loans) from time to time made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December [ ]May 10, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”,” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaserthe Borrower, Talos Energy Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party theretocorporation, the Lenders from time to time party thereto thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Nomura Corporate Funding AmericasSwingline Lender, LLC JPMorgan Chase Bank, N.A., Natixis, New York Branch, and The Toronto-Dominion Bank, New York Branch, as Issuing Banks, and the other Persons from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan (together with other than Swingline Loans) from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the ratable account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in Section 2.8(c) of the Agreement. This Note is subject to mandatory prepayments and to voluntary prepayments and to all other terms and conditions as provided in the Agreement. This Note is one of the promissory notes referred to in the Agreement and is entitled to the benefits thereof. This Note is also entitled to the benefits of the other Credit Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more sub-agents of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or designees)may be declared to be, immediately due and payable all as provided in the Agreement. Loans (other than Swingline Loans) made by the Lender shall be evidenced by an account or accounts maintained by the Lender and by the Register and subaccounts maintained by the Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in accordance with the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans (the “Assignor”other than Swingline Loans) and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. No failure to exercise and no delay in exercising, on the Assignee identified part of the Administrative Agent, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent of any right, remedy, power or privilege hereunder or under any Credit Document on Schedule I hereto (any one occasion shall not be construed as a bar to any right or remedy that the “Assignee”) agree as follows:Administrative Agent would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the law internal laws of the State of New York. XXXXXXX X-0 EXHIBIT E TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION OF] CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit Senior Subordinated Term Loan and Guaranty Agreement, dated as of December [ ]February 7, 2018 2019 (as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Lxxxxx Purchaser, Inc.OZ MANAGEMENT LP, a Delaware corporation limited partnership (“Purchaser” andOZM”), prior to the consummation of the Acquisitionas a Borrower and as a Guarantor, OZ ADVISORS LP, a Delaware limited partnership (“Advisors”), as a Borrower and as a Guarantor, OZ ADVISORS II LP, a Delaware limited partnership (“Advisors II”, together with OZM and Advisers, the “Borrowers”, and each a “Borrower”), Lxxxxx Pool Products, Inc., as a Delaware corporation (“LPP” Borrower and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., as a Delaware corporation (“Holdings”)Guarantor, the other Subsidiaries of Holdings Guarantors party thereto from time to time party theretotime, as Guarantors, the Lenders party thereto from time to time party thereto and Nomura Corporate Funding Americastime, LLC (together with one or more sub-agents or designees)WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer. Unless otherwise defined herein(together with its permitted successors in such capacity, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “AssignmentAdministrative Agent”) shall have and XXXXXX X. OCH, as the meanings given Initial Lender Representative. Pursuant to them in Section 2.16(f) of the Credit Agreement, the undersigned hereby certifies that it is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10-percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no payments in connection with any Credit Document are effectively connected with a U.S. trade or business. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows[NAME OF LENDER] By: Name: Title: EXHIBIT F TO SENIOR SUBORDINATED TERM LOAN AND GUARANTY AGREEMENT [FORM OF] CLOSING DATE CERTIFICATE February 7, 2019 THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement, Agreement dated as of December [ ]June 27, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx PurchaserSwitch, Inc.Ltd., a Delaware corporation Nevada limited liability company (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe lenders who are or may become a party thereto, Inc.as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20__ to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Switch, Ltd., a Delaware corporation Nevada limited liability company (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., the lenders who are or may become party a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto as Lenders, and Nomura Corporate Funding AmericasXxxxx Fargo Bank, LLC (together with one or more sub-agents or designees)National Association, as Administrative Agent Agent. Capitalized terms used herein and L/C Issuer. Unless otherwise not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The Assignor identified undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on Schedule I hereto IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANT PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Switch, Ltd., a Nevada limited liability company (the “AssignorBorrower”), the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Assignee identified Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on Schedule I hereto this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ EXHIBIT H-4 to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDER PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Switch, Ltd., a Nevada limited liability company (the “AssigneeBorrower”), the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that (a) agree it is the sole record owner of the Loan(s) (as follows:well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN-E or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. [NAME OF XXXXXX] By: Name: Title: Date: ________ __, 20__ EXHIBIT I to Amended and Restated Credit Agreement dated as of June 27, 2017 by and among Switch, Ltd., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF AUCTION PROCEDURES

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New YorkTexas. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This certificate dated as of , is made prepared pursuant to the Credit and Guaranty Agreement, Agreement dated as of December [ ]September 9, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), ) among Lxxxxx Purchaser, Inc.QES Holdco LLC, a Delaware corporation limited liability company (“Purchaser” and, prior to the consummation of the Acquisitiontogether with its permitted successors and assigns, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation certain subsidiaries of the AcquisitionBorrower, as guarantors, the lenders party thereto (the “BorrowerLenders”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Amegy Bank National Association, as Administrative Agent for such Lenders (in such capacity, the “Administrative Agent”), Issuing Bank, and L/C IssuerSwing Line Lender. Unless otherwise defined hereinin this certificate, capitalized terms that are defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given assigned to them in by the Credit Agreement. The Assignor identified on Schedule I hereto Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing, (b) that all of the “Assignor”) representations and warranties made by each of the Loan Parties in the Credit Agreement and the Assignee identified other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as if made on Schedule I hereto the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (c) that as of the “Assignee”) agree as followsdate hereof, the following amounts and calculations were true and correct:

General Provisions. This Assignment shall be binding uponAmendment and the New Loan Documents set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Borrower: Silicon: XXXXXXXX.XXX SILICON VALLEY BANK By /s/ Xxxxxx X. Xxxxxx By /s/ President or Vice President Title Vice President By /s/ Xxxxxx X. Xxxxxxx Secretary or Ass't Secretary SILICON VALLEY BANK CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE BORROWER: XXXXXXXX.XXX, A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: JANUARY 27, 2000 I, the undersigned, Secretary or Assistant Secretary of the above-named borrower, a corporation organized under the laws of the state set forth above, do hereby certify that the following is a full, true and correct copy of resolutions duly and regularly adopted by the Board of Directors of said corporation as required by law, and inure to by the benefit ofby-laws of said corporation, the parties hereto and their respective successors that said resolutions are still in full force and assigns. This Assignment may be executed effect and have not been in any number of counterpartsway modified, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed byrepealed, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restatedrescinded, amended and restatedor revoked. RESOLVED, extendedthat this corporation borrow from Silicon Valley Bank ("Silicon"), supplemented or otherwise modified in writing from time to time, such sum or sums of money as, in the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation judgment of the Acquisitionofficer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to execute and deliver to Silicon, and Silicon is requested to accept, the “Borrower”)loan agreements, Lxxxxx Pool Productssecurity agreements, Inc.notes, a Delaware corporation (“LPP” financing statements, and immediately upon consummation of the Acquisitionother documents and instruments providing for such loans and evidencing and/or securing such loans, the “Borrower”)with interest thereon, Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings and said authorized officers are authorized from time to time party theretoto execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Silicon, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Silicon, or deed in trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Silicon any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the Lenders from time note or notes and other instruments referred to time party in the preceding paragraph may contain such provisions, covenants, recitals and agreements as Silicon may require and said authorized officers may approve, and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy of these resolutions and a certificate of the Secretary or Ass't Secretary of this corporation as to the officers of this corporation and their offices and signatures, and continue to conclusively rely on such certified copy of these resolutions and said certificate for all past, present and future transactions until written notice of any change hereto or thereto is given to Silicon by this corporation by certified mail, return receipt requested. The undersigned further hereby certifies that the following persons are the duly elected and Nomura Corporate Funding Americasacting officers of the corporation named above as borrower and that the following are their actual signatures: NAMES OFFICE(S) ACTUAL SIGNATURES ----- --------- ----------------- Xxxxxxx X. Xxxxx Chairman /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President and Chief Executive Officer /s/ Xxxxxxx X. Xxxxx ------------------------------- ------------------------------------- ------------------------- IN WITNESS WHEREOF, LLC I have hereunto set my hand as such Secretary or Assistant Secretary on the date set forth above. /s/ Xxxxxx X. Xxxxxxx Secretary or Assistant Secretary COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT This Collateral Assignment, Patent Mortgage and Security Agreement is made as of January 27, 2000 by and between XXXXXXXX.XXX (together with one or more sub-agents or designees"Assignor"), as Administrative Agent and L/C Issuer. Unless otherwise defined hereinSilicon Valley Bank, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption a California banking corporation (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “"Assignee”) agree as follows:").

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION EXHIBIT D [Form of] BORROWING REQUEST UBS AG, Stamford Branch, as Administrative Agent for the Lenders referred to below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Tel: (203) [ ] Fax: (203) [ ] Re: Communications & Power Industries. Inc. [Date] Ladies and Gentlemen: Reference is made to the Amended and Restated Credit and Guaranty Agreement, Agreement dated as of December [ ], 2018 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), ) among Lxxxxx Purchaser, Inc.COMMUNICATIONS & POWER INDUSTRIES INC., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsCPI INTERNATIONAL, INC., (formerly known as CPI Holdco, Inc., ) a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsParent”), the Subsidiary Guarantors (such term and each other Subsidiaries capitalized term used but not defined herein having the meaning given it in Article I of Holdings from time to time party theretothe Credit Agreement), the Lenders from time to time party thereto Lenders, UBS SECURITIES LLC and Nomura Corporate Funding AmericasBEAR, LLC XXXXXXX & CO. INC., as joint lead arrangers and bookrunners (together with one or more sub-agents or designeesin such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndication Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent (in such capacity, “Documentation Agent”) and L/C IssuerRBS SECURITIES CORPORATION as co-arranger and bookrunner (in such capacity, “Co-Arranger”). Unless otherwise defined herein, terms defined in Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in that it requests a Borrowing under the Credit Agreement. The Assignor identified , and in that connection sets forth below the terms on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswhich such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, email or other electronic method of transmission shall be effective as delivery deliver of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION BORROWING BASE CERTIFICATE Monthly accounting period ended , 201 Reference is made to the that certain Senior Secured Revolving Credit and Guaranty Agreement, dated as of December [ ]March 21, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx PurchaserCARLYLE GMS FINANCE, Inc.INC., a Delaware Maryland corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time financial institutions party thereto as Lenders, and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)SunTrust Bank, as the Administrative Agent and L/C IssuerAgent. Unless otherwise Capitalized terms used herein without definition are so used as defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified Pursuant to Section 5.01(d) of the Credit Agreement, the undersigned, the of the Borrower, and as such a Financial Officer of the Borrower, hereby certifies, represents and warrants on Schedule I behalf of the Borrower that (a) attached hereto as Annex 1 is (i) a complete and correct list as of the “Assignor”end of the monthly accounting period ended , 201 of all Investments included in the Collateral and (ii) a true and correct calculation of the Assignee identified on Schedule I hereto Borrowing Base as of the end of such monthly accounting period determined in accordance with the requirements of the Credit Agreement, and (b) without limiting the “Assignee”generality of the foregoing, all Portfolio Investments included in the calculation of the Borrowing Base herein have been Delivered (as defined in the Guarantee and Security Agreement) agree as follows:to the Collateral Agent.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance acceptance with, the law laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. XXXXXXX X-0 EXHIBIT K - FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SUPPLEMENT SUPPLEMENT Dated __________ __, 20___ Reference is made to the that certain Revolving Credit and Guaranty Agreement, Agreement dated as of December [ ]January 25, 2018 2008 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)) among Xxxxxxx X. Xxxxxxxxx & Co., among Lxxxxx Purchaser, Inc.LLC, a Delaware corporation limited liability company (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc.AllianceBernstein L.P., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisitionlimited partnership, the Banks parties thereto (the “BorrowerBanks”), Lxxxxx International Manufacturing Corp.and Citibank, a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer(the “Administrative Agent”). Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall Supplement have the meanings given to them ascribed thereto in the Credit Agreement. The Assignor identified Pursuant to Section 2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $__________ to $__________. Such increase in the Total Commitment is to become effective on Schedule I hereto the date (the “AssignorEffective Date”) which is the later of (i) __________ __, 20___ and (ii) the Assignee identified date on Schedule I hereto which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and __________ (the “AssigneeAccepting Bank”) hereby agree as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New YorkGeorgia. XXXXXXX X-0 CHAR1\936505v2 Exhibit C EXHIBIT D FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of February 28, 2007 (the “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to time parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Amended and Restated Revolving Credit and Guaranty Agreement, Agreement dated as of December [ ]February 28, 2018 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (the “Lenders”) and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. Unless otherwise defined hereinfor the Lenders (in such capacity, terms defined the “Administrative Agent”), swingline lender (in such capacity, the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “AssignmentSwingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto (Lenders have agreed to make Loans to the “Assignor”) Borrower, and the Assignee identified on Schedule I Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of this Subsidiary Guaranty Agreement. As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guaranty Agreement. Accordingly, the parties hereto (the “Assignee”) agree as follows:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law laws of the State of New York. XXXXXXX X-0 EXHIBIT F TO CREDIT AND GUARANTY AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION CERTIFICATE RE NON-BANK STATUS Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]March 9, 2018 2007 (as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Lxxxxx PurchaserRELIANT PHARMACEUTICALS, Inc., a Delaware corporation INC. (“Purchaser” and, prior to the consummation of the Acquisition, the “BorrowerCompany”), Lxxxxx Pool ProductsCERTAIN SUBSIDIARIES OF COMPANY, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisitionas Guarantor Subsidiaries, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Lenders party thereto from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender, Sole Lead Arranger, Sole Bookrunner, Syndication Agent, Administrative Agent and L/C IssuerCollateral Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”Pursuant to Section 2.20(c) shall have the meanings given to them in of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows[NAME OF LENDER] By: Name: Title: EXHIBIT G-1 TO CREDIT AND GUARANTY AGREEMENT FORM OF CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed byTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, and construed in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New YorkTHE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. XXXXXXX X-0 EXHIBIT VII FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference SOLVENCY CERTIFICATE This SOLVENCY CERTIFICATE (this “Certificate”) is made to the delivered in connection with that certain Second Amended and Restated Credit and Guaranty Agreement, Agreement dated as of December [ June [**•**], 2018 2011 by and among others, U.S. Silica Company, a Delaware corporation, USS Holdings, Inc., a Delaware corporation (“Parent”), the financial institutions listed therein as Lenders (“Lenders”), and BNP Paribas, as administrative agent (“Administrative Agent”) and the other parties listed therein (said Second Amended and Restated Credit Agreement, as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, being the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, Capitalized terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall herein without definition have the same meanings given to them as in the Credit Agreement. This Solvency Certificate is being delivered pursuant to Section 3.7 of the Credit Agreement. The Assignor identified on Schedule I hereto (undersigned is the “Assignor”) [**Treasurer/Chief Financial Officer**] of Parent and hereby further certifies as of the Assignee identified on Schedule I hereto (the “Assignee”) agree date hereof, to his or her knowledge and in his or her capacity as an officer of Parent, and not individually, as follows:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New YorkTexas. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference COMPLIANCE CERTIFICATE [For Fiscal Quarter Ended ] [For Fiscal Year Ended ] This certificate dated as of , is made prepared pursuant to the Second Lien Credit and Guaranty Agreement, Agreement dated as of December [ ]19, 2018 2016 (as amended, restated, amended and restated, extendedsupplemented, supplemented or otherwise modified in writing from time to time-to-time, the “Credit Agreement”), ) among Lxxxxx Purchaser, Inc.Xxxxxxxx Energy Services LP, a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisitiontogether with its permitted successors and assigns, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation certain subsidiaries of the AcquisitionBorrower, as guarantors, the lenders party thereto (the “BorrowerLenders”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Cortland Capital Market Services LLC, as Administrative Agent and L/C Issuerfor such Lenders (in such capacity, the “Administrative Agent”). Unless otherwise defined hereinin this certificate, capitalized terms that are defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given assigned to them in by the Credit Agreement. The Assignor identified on Schedule I hereto Borrower hereby certifies (a) that no Default or Event of Default has occurred or is continuing (b) that all of the “Assignor”) representations and warranties made by each of the Loan Parties in the Credit Agreement and the Assignee identified other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as if made on Schedule I hereto the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (c) that as of the “Assignee”) agree as followsdate hereof, the following amounts and calculations were true and correct:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this AssignmentAffiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. XXXXXXX X-0 [FORM OF AFFILIATED LENDER OF] ASSIGNMENT AND ASSUMPTION Reference This Assignment and Assumption (the “Assignment and Assumption”) is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “First Lien Credit Agreement”), among Lxxxxx Purchaserreceipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Inc.the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Delaware corporation Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Purchaser” andAssigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the First Lien Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the First Lien Credit Agreement with respect to facts and circumstances occurring on or prior to the consummation Effective Date and subject to its obligations hereunder and under Section 9.13 of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the First Lien Credit Agreement. The Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the First Lien Credit Agreement, (ii) without recourse to the Assignor identified on Schedule I hereto and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a Annex-1-1 manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. XXXXXXX X-0 EXHIBIT E-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION NOTICE [●] Re: Reference is made to the Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]January 24, 2018 2020 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserC&W Senior Secured Parent Limited, Inc.as the Company and Guarantor, Sable International Finance Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a Delaware corporation (“Purchaser” andlimited liability company organized under the laws of Delaware, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” as Initial Borrowers and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”)Guarantors, the other Subsidiaries of Holdings Guarantors from time to time party thereto, the Lenders The Bank of Nova Scotia, as Administrative Agent and Security Trustee, each Lender from time to time party thereto thereto, and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)The Bank of Nova Scotia, as Administrative Agent and L/C IssuerIssuer and Swing Line Lender. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. Ladies and Gentlemen: The Assignor identified on Schedule I hereto undersigned (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Proposed Affiliate Assignee”) agree as followshereby gives you notice, pursuant to Section 10.07(k)(v) of the Credit Agreement, that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT H-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to MAXIMUM CREDIT AMOUNT INCREASE CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into the Credit and Guaranty Agreement, dated as of December [ ]June 29, 2018 (2007, as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Maximum Credit Amount Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to (a) increase its Maximum Credit Amount under the Credit Agreement effective [ ], among Lxxxxx Purchaser200[__] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, Inc.PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: EXHIBIT H-2 FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[__] To: JPMorgan Chase Bank, N.A., as Administrative Agent The Parent Guarantor, the Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into the Credit Agreement, dated as of June 29, 2007, as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Delaware corporation Lender under the Credit Agreement effective [ ], 200[__] with a Maximum Credit Amount of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Non-US Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(d) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, PARENT GUARANTOR: ATLAS ENERGY RESOURCES, LLC By: Name: Title: BORROWER: ATLAS ENERGY OPERATING COMPANY, LLC By: Atlas Energy Resources, LLC, its sole member By: Name: Title: Accepted and Agreed: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [ ] By: Name: Title: EXHIBIT I FORM OF RESERVE REPORT CERTIFICATE [September]/[March] 1, [year] This Reserve Report Certificate (“Purchaser” andCertificate”) is executed and delivered pursuant to Section 8.12 (c) of that certain Credit Agreement dated as of June 29, prior to the consummation of the Acquisition2007 among Atlas Energy Resources, the LLC (“Parent Guarantor”), Atlas Energy Operating Company, LLC (“Borrower”), Lxxxxx Pool ProductsJPMorgan Chase Bank, Inc.N.A., a Delaware corporation as administrative agent (“LPP” Administrative Agent”) and immediately upon consummation of the AcquisitionLenders named therein and as may be amended, the “Borrower”)restated, Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings supplemented or otherwise modified from time to time party thereto, (the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees“Credit Agreement”), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, all capitalized terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them meaning set forth in the Credit Agreement. The Assignor identified on Schedule I hereto (undersigned, a Responsible Officer of the “Assignor”) Borrower, hereby certifies to the Administrative Agent and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsLenders that in all material respects:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to NOTE $[ ] , 20 FOR VALUE RECEIVED, the undersigned, MAGELLAN MIDSTREAM PARTNERS, L.P., a Delaware limited partnership, the Borrower under that certain 364-Day Credit and Guaranty Agreement, dated as of December [ ]May 17, 2018 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (the “BorrowerAdministrative Agent”), Lxxxxx Pool Products, Inc., a Delaware corporation HEREBY PROMISES TO PAY to [ ] (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsLender”), the other Subsidiaries of Holdings amount as may be advanced from time to time party thereto, under the Lenders Credit Agreement by the Lender in accordance with such Lender’s Commitment outstanding from time to time party thereto time. All capitalized terms used herein and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them as defined in the Credit Agreement. The Assignor identified Borrower promises to pay interest on Schedule I hereto the unpaid principal amount of this Note outstanding from time to time at the place and at such times and at such interest rates as are specified in the Credit Agreement. Payments made by the Borrower in respect of the amounts due hereunder shall be allocated to the Lender by the Administrative Agent on the terms specified in the Credit Agreement. This Note is one of the Notes in respect of the Loans referred to in, and this Note and all provisions herein are entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (a) provides for the “Assignor”making of Loans by the Lender and other Lenders to the Borrower from time to time and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments in whole or in part on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the Assignee identified on Schedule I hereto amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. The Borrower waives grace (except to the “Assignee”) extent expressly provided in the Credit Agreement), demand, presentment for payment, notice of dishonor or default, notice of acceleration, notice of intent to accelerate, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree as follows:to all renewals, extensions or partial payments hereon, with or without notice, before or after maturity. This Note shall be governed by and construed under the laws of the State of New York.

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law laws of the State Commonwealth of New YorkPennsylvania. XXXXXXX X-0 FORM EXHIBIT 1.1(G) AMENDED AND RESTATED CONTINUING AGREEMENT OF AFFILIATED LENDER ASSIGNMENT GUARANTY AND ASSUMPTION Reference SURETYSHIP This Amended and Restated Continuing Agreement of Guaranty and Suretyship (the “Guaranty”), dated as of April 9, 2010, is made to jointly and severally given by EACH OF THE UNDERSIGNED AND EACH OF THE OTHER PERSONS WHICH BECOMES A GUARANTOR HEREUNDER FROM TIME TO TIME (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the “Agent”) in connection with the Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]the date hereof, 2018 by and among Federated Investors, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto (the “Lenders”) and the Agent (as amended, restated, amended and restatedmodified, extended, or supplemented or otherwise modified in writing from time to timetime hereafter, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless Capitalized terms not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the respective meanings given ascribed to them in by the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is REVOLVING CREDIT NOTE $ .00 , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”, together with all successors and assigns), promises to pay (hereinafter, together with its successors in title and assigns, the “Lender”), the principal sum of DOLLARS ($ .00), or, if less, the aggregate unpaid principal balance of Revolving Loans made by the Lender to or for the account of the Borrower pursuant to the Credit Agreement (as hereafter defined) and Guaranty amounts advanced by the Lender in respect of any Letter of Credit, with interest, fees, expenses and costs at the rate and payable in the manner stated in the Credit Agreement. As used herein, the “Credit Agreement” means and refers to that certain Credit Agreement, dated as of December [ ]March 7, 2018 2011 (as such may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), ) by and among Lxxxxx Purchaser, Inc.CHINOS ACQUISITION CORPORATION, a Delaware corporation (“Purchaser” andwhich on the Effective Date shall be merged with and into J. CREW GROUP, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc.INC., a Delaware corporation (the “LPP” and immediately upon consummation of Company”), with the AcquisitionCompany surviving such merger as the Borrower), CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “BorrowerAdministrative Agent”)) and as collateral agent under the Loan Documents, Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings and each Lender and Issuer from time to time party thereto, the Lenders from time to time party thereto . Capitalized terms used herein and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms herein are used herein as defined in the Credit Agreement. This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and used is subject to all terms and provisions thereof. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in this Affiliated Lender Assignment the manner, and Assumption (this “Assignment”) shall have in the meanings given to them amounts as provided in the Credit AgreementAgreement and shall be subject to prepayment and acceleration as provided therein. The Assignor identified on Schedule I hereto (Administrative Agent’s books and records concerning the “Assignor”) Revolving Credit Loans and amounts owing in respect of Letters of Credit, the accrual of interest and fees thereon, and the Assignee identified repayment of such Revolving Loans and Letters of Credit, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error. No delay or omission by the Administrative Agent or the Lender in exercising or enforcing any of the Administrative Agents’ or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on Schedule I hereto that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the “Assignee”release or substitution of Collateral) agree as follows:permitted by the Administrative Agent and/or the Lender with respect to this Revolving Credit Note and/or any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note. This Revolving Credit Note shall be binding upon the Borrower and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The Borrower agrees that any action or proceeding arising out of or relating to this Revolving Credit Note or for recognition or enforcement of any judgment, may be brought in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof, and by execution and delivery of this Revolving Credit Note, the Borrower and the Lender each consent, for itself and in respect of its property, to the exclusive jurisdiction of those courts. To the fullest extent permitted by applicable law, the Borrower irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in the courts of the state of New York sitting in New York City in the Borough of Manhattan or of the United States for the Southern District of New York, and any appellate court from any thereof. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent and the Lender, in the establishment and maintenance of their respective relationship with the Borrower contemplated by this Revolving Credit Note, are each relying thereon. THE BORROWER, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). [Remainder of page intentionally left blank]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork (excluding the laws applicable to conflicts or choice of law to the extent that the application of the law of another jurisdiction would be required thereby). XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE , FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to [NAME OF LENDER] or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December [ ]June 28, 2018 2013 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” Lender and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The Borrower promises to pay interest on the Lenders unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). XXXXXXX & XXXX FINANCIAL, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT C [INTENTIONALLY OMITTED] EXHIBIT D FORM OF REVOLVING BORROWING REQUEST Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of June 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Xxxxxxx & Xxxx Financial, Inc. (the “Borrower”), the several financial institutions from time to time party thereto (collectively, the “Lenders” and Nomura Corporate Funding Americaseach individually, LLC a “Lender”), and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with one or more sub-agents or designees)any successors thereto in such capacity, as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “AssignorAdministrative Agent”) and the Assignee identified on Schedule I hereto Swing Line Lender. The undersigned hereby requests (the “Assignee”) agree as follows:select one):

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in by one or more of the parties hereto on any number of separate counterparts, each of which together shall be an original, but all of which, taken together, shall constitute one instrumentoriginal agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile, email or other electronic transmission (including in portable document format (“pdf”) or other similar format) shall be effective as delivery of a manually executed counterpart of this Assignmenthereof. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION EXHIBIT C Form of BORROWING REQUEST Bank of America, N.A., as Administrative Agent for the Lenders referred to below, 135 South LaSalle Street, Suite 927, IL4-135-09-27 Chicago, Illinois 60603 Attention: Account Officer Re: NOVELIS [Date] Ladies and Gentlemen: Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]17, 2018 2010 (as amended, restated, amended and restatedsupplemented, extended, supplemented renewed, refunded, replaced, refinanced or otherwise modified in writing from time to timetime in one or more agreements, the “Credit Agreement”), among Lxxxxx Purchaser, Inc.NOVELIS INC., a Delaware corporation amalgamated under the Canada Business Corporations Act (“Purchaser” and, prior to the consummation of the Acquisition, the “Parent Borrower”), Lxxxxx Pool Products, Inc.NOVELIS CORPORATION, a Delaware Texas corporation, and the other U.S. subsidiaries of the Parent Borrower from time to time signatory thereto as borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596, NOVELIS AG, a stock corporation (“LPP” and immediately upon consummation AG) organized under the laws of Switzerland, AV METALS INC., a corporation formed under the AcquisitionCanada Business Corporations Act, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Subsidiary Guarantors from time to time party theretothereto (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to time party thereto and Nomura Corporate Funding Americasthereto, LLC (together with one or more sub-agents or designees)BANK OF AMERICA, N.A., as Administrative Agent and L/C IssuerCollateral Agent, and the other parties party thereto. Unless otherwise defined herein, terms defined in [Administrative Borrower][European Administrative Borrower] hereby gives you notice pursuant to [Section 2.03]1[Section 2.17(e)]2 of the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in that it requests a Borrowing under the Credit Agreement. The Assignor identified , and in that connection sets forth below the terms on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followswhich such Borrowing is requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made NOTE $[•] ____________, 2015 FOR VALUE RECEIVED, the undersigned, ALLETE, Inc., a Minnesota corporation (the “Borrower”), hereby promises to pay to the Credit and Guaranty Agreementorder of [INSERT LENDER NAME] (the “Lender”), on the Maturity Date (as defined in the Term Loan Agreement referred to below), the unpaid principal amount of the Loan made by the Lender to the Borrower pursuant to the Term Loan Agreement dated as of December [ ]August 25, 2018 2015 among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Term Loan Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior and to pay interest from the consummation date hereof on the principal balance of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Loan from time to time party theretooutstanding at the rate or rates and at the times set forth in the Term Loan Agreement, in each case at the Lenders office of the Administrative Agent located at Ten South Dearborn Street, Chicago, Illinois, or at such other place as the Administrative Agent may specify from time to time party thereto and Nomura Corporate Funding Americastime, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuerin lawful money of the United States in immediately available funds. Unless Terms not otherwise defined herein, terms herein but defined in the Credit Term Loan Agreement are used herein with the same meanings. The Loan evidenced by this Note is prepayable in the amounts, and used under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in the Term Loan Agreement. This Note is subject to, and shall be construed in accordance with, the provisions of the Term Loan Agreement. Except as specifically otherwise provided in the Term Loan Agreement, the Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Note. Whenever in this Affiliated Lender Assignment Note either party hereto is referred to, such reference shall be deemed to include the successors and Assumption (this “Assignment”) assigns of such party. The Borrower shall not have the meanings given right to them assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as expressly permitted by the Loan Documents. No failure or delay of the Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the Credit exercise of any other right or power. Neither this Note nor any provision hereof may be waived, amended or modified, nor shall any departure therefrom be consented to, except pursuant to a written agreement entered into between the Borrower and the Lender with respect to which such waiver, amendment, modification or consent is to apply, subject to any consent required in accordance with Section 10.2 of the Term Loan Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission (including pdf) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 ________________________ 16 The Administrative Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: "From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves." EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION COMPLIANCE CERTIFICATE To: Citibank, N.A., as the Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]March 20, 2018 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserSunoco Logistics Partners Operations, Inc.L.P., a Delaware corporation limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc.Sunoco Logistics Partners L.P., a Delaware corporation limited partnership (“LPP” and immediately upon consummation of the Acquisition, the “BorrowerGuarantor”), Lxxxxx International Manufacturing Corp.Citibank, a Delaware corporation (“Holdings”)N.A., as Administrative Agent, Swingline Lender and an LC Issuer, and the Lenders and other Subsidiaries of Holdings agents from time to time party parties thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms Terms that are defined in the Credit Agreement and are used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have herein with the meanings given to them in the Credit Agreement. The Assignor identified undersigned Responsible Officer hereby certifies as of the date hereof that he is the [chief financial officer/principal accounting officer/treasurer] of Sunoco Partners LLC, the general partner of the Guarantor, and that, as such, he is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on Schedule I hereto (behalf of the “Assignor”) Borrower and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Guarantor, and that: [Use following paragraph 1for fiscal year-end financial statements]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is TERM NOTE ___________, ____ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan from time to time made by the Lender to the Borrower under that certain Term Loan Credit and Guaranty Agreement, dated as of December [ ]June 28, 2018 2019 (as further amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasBank of America, LLC N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (together with and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guarantee Agreement. Upon the occurrence and continuation of one or more subof the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount, currency and maturity of its Term Loans and payments with respect thereto. The Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-agents payment of this Term Note. THE ASSIGNMENT OF THIS TERM NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. CONSTELLATION BRANDS, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or designees)Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT C FORM OF COMMITTED LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and L/C Issuer. Unless Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 28, 2019 (as further amended, amended and restated, supplemented or otherwise defined hereinmodified from time to time, the “Agreement;” the terms defined in the Credit Agreement and therein being used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto herein as therein defined), among Constellation Brands, Inc., a Delaware corporation (the “AssignorBorrower”) ), the Lenders from time to time party thereto and the Assignee identified on Schedule I hereto Bank of America, N.A., as Administrative Agent. The undersigned hereby requests (the “Assignee”) agree as follows:select one): ☐ A Borrowing of Loans ☐ A conversion or continuation of Loans

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 * * * EXHIBIT B to Credit Agreement FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE $ , FOR VALUE RECEIVED, the undersigned, THE XXXXXXX-XXXXXXXX COMPANY, an Ohio corporation (the “Company”), unconditionally promises to pay to [ ] (the “Lender”) the principal sum of [ ] DOLLARS ($ ) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to the Credit and Guaranty Agreement, dated as of December [ ]September 11, 2018 2017 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionCompany, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation financial institutions (“LPP” and immediately upon consummation of including the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Lender) from time to time party thereto, Xxxxxxx Sachs Bank USA, as the Lenders Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Company also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Company is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE XXXXXXX-XXXXXXXX COMPANY By: Name: Title: LOAN AND PRINCIPAL PAYMENTS Date Amount of Loan Amount of Principal Repaid Unpaid Principal Balance Notations Made By EXHIBIT C-1 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of September 11, 2017 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Xxxxxxx Sachs Bank USA, as Administrative Agent and L/C IssuerXxxxxxx Xxxxx Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall, in accordance with the provisions of such Section 2.15, furnish the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT C-2 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of September 11, 2017 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Assignor identified on Schedule I hereto Xxxxxxx-Xxxxxxxx Company (the “AssignorCompany”), the Lenders party thereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Xxxxxxx Sachs Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such participating Lender in writing, and (2) the undersigned shall have at all times furnished such Lender, in accordance with the provisions of such Section 2.15, with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT C-3 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of September 11, 2017 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that it is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender, and (2) the undersigned shall have at all times furnished such Lender, in accordance with the provisions of such Section 2.15, with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT C-4 to Credit Agreement FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of September 11, 2017 (as from time to time amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among The Xxxxxxx-Xxxxxxxx Company (the “Company”), the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Xxxxxxx Xxxxx Mortgage Company, as Issuing Bank. Pursuant to the provisions of Section 2.15(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall, in accordance with the provisions of such Section 2.15, furnish the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, all to the extent required under such Section. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: DATE: , 20[ ] EXHIBIT D to Credit Agreement [FORM OF] ISSUANCE NOTICE Reference is made to the Credit Agreement, dated as of September 11, 2017, (as it may be amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among The Xxxxxxx-Xxxxxxxx Company, as the Company (the “Borrower”), Xxxxxxx Xxxxx Bank, as Administrative Agent, and Xxxxxxx Sachs Mortgage Company, as Issuing Bank (in such capacity, the “Issuing Bank”) and Lender (in respect of the Assignee identified letter of credit), and Xxxxxxx Xxxxx Bank USA (as issuing bank in respect of the primary letter(s) of credit). Pursuant to Section 2.04 of the Credit Agreement, the Borrower desires that, on Schedule I hereto [ ] (the “AssigneeEffective Date”) agree as follows(select an option): ☐ a Letter of Credit be issued by the Issuing Bank in accordance with the terms and conditions of the Credit Agreement. ☐ Letter of Credit # be amended or extended by the Issuing Bank in accordance with the terms and conditions of the Credit Agreement. Attached hereto are the following:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Each party to this Assignment and Assumption acknowledges and agrees by its execution hereof that in addition to the other exculpations contemplated by the Credit Agreement, the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind of nature whatsoever incurred or suffered by any Person (including any party hereto) in connection with compliance or non-compliance with Section 10.07(h)(iii) of the Credit Agreement, including any purported assignment exceeding the limitation set forth therein or any assignment’s being deemed null and void thereunder. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 18 Insert only if an Affiliate of the Borrower/Sponsor is an Assignee under this Assignment and Assumption. XXXXXXX X-0 FORM OF AFFILIATED LENDER NOTICE OF AFFILIATE ASSIGNMENT AND ASSUMPTION Reference is made to the XXXXXXXXX Agency Management Officer Bank of America, N.A. Fax: XXXXXXXXX Email: XXXXXXXXX Phone Reference: XXXXXXXXX1 Re: Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]March 5, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)2014, among Lxxxxx PurchaserJ. Crew Group, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsChinos Intermediate Holdings B, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation Inc. (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in Collateral Agent (the “Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “AssignmentAgreement”) shall have Dear Sir: The undersigned (the meanings given “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to them in Section 10.07(h) of the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:, that

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE $_________________ __________ __, ___ FOR VALUE RECEIVED, the undersigned, AMERADA XXXX CORPORATION, a Delaware corporation (the "Company"), unconditionally promises to pay to the order of ________________________ (the "Lender") the principal sum of _____________________ DOLLARS ($_________) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to the Credit and Guaranty Agreement, Agreement dated as of December [ ], 2018 2004 (as amended, restatedsupplemented, amended and restated, extended, supplemented restated or otherwise modified in writing from time to time, the “"Credit Agreement”"), among Lxxxxx Purchaserthe Company, Inc.the financial institutions (including the Lender) from time to time parties thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent, and each of the other agents and issuing banks party thereto from time to time, on such dates and in such amounts as are set forth in the Credit Agreement. The amounts payable under the Credit Agreement may be reduced only in accordance with the terms of the Credit Agreement. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement. The Company also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent. This Note is one of the Notes referred to in, and evidences the Loans made by the Lender under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Company is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or shall automatically become immediately due and payable. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Amerada Xxxx Corporation By: ------------------------------------- Name: Title: LOAN AND PRINCIPAL PAYMENTS Amount Amount of Unpaid Principal Notations Date of Loan Principal Repaid Balance Made By ---- ------- ---------------- ------- ------- EXHIBIT C AMERADA XXXX CORPORATION 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 J. XXXXXXX XXXXXXX, XX Executive Vice President [FORM OF] And General Counsel (000) 000-0000 FAX: (000) 000-0000 December 10, 2004 JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 The Lenders, Issuing Banks and other agents party to the Credit Agreement referred to below from time to time Ladies and Gentlemen: I am the general counsel to Amerada Xxxx Corporation, a Delaware corporation (“Purchaser” andthe "Company"), prior to and have acted as such in connection with the consummation preparation, execution and delivery of the AcquisitionFive-Year Credit Agreement, dated as of December 10, 2004 (the "Credit Agreement"), among the Company, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” several banks and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings financial institutions from time to time party theretoparties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administration agent (in such capacity, the Lenders "Administration Agent") and X.X. Xxxxxx Securities Inc., as sole lead arranger and sole bookrunner and the other agents from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuerparties thereto. The opinions expressed below are furnished to you pursuant to Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule In arriving at the opinions expressed below, I hereto (have examined the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsfollowing documents:

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy electronic mail shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment shall be governed byTHIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. XXXXXXX X-0 EXHIBIT L-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guaranty Servicing Agreement, dated as of December [ ]February 1, 2018 2019, (as the same may be amended, restatedmodified, amended and restatedsupplemented, extended, supplemented restated or otherwise modified in writing replaced from time to timetime in accordance with the terms thereof, the “Credit Loan and Servicing Agreement”), by and among Lxxxxx PurchaserGxxxx Capital BDC Funding II LLC, Inc., a Delaware corporation as the borrower (“Purchaser” and, prior to the consummation of the Acquisitiontogether with its successors and assigns in such capacity, the “Borrower”), Lxxxxx Pool ProductsGxxxx Capital BDC, Inc., a Delaware corporation as the originator and servicer, Mxxxxx Sxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “LPP” and immediately upon consummation Administrative Agent”), each of the Acquisitionlenders from time to time party thereto (the “Lenders”), each of the securitization subsidiaries from time to time party thereto, and Wxxxx Fargo Bank, National Association, as the collateral agent, the account bank and the collateral custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: [ ] XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of February 1, 2019 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among Gxxxx Capital BDC Funding II LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Lxxxxx International Manufacturing Corp.Gxxxx Capital BDC, a Delaware corporation Inc., as the originator and servicer, Mxxxxx Sxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders, each of the lenders from time to time party thereto (the “HoldingsLenders”), each of the other Subsidiaries of Holdings securitization subsidiaries from time to time party thereto, and Wxxxx Fargo Bank, National Association, as the Lenders collateral agent, the account bank and the collateral custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code]. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: [ ] XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of February 1, 2019 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among Gxxxx Capital BDC Funding II LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Gxxxx Capital BDC, Inc., as the originator and servicer, Mxxxxx Sxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders, each of the lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeesthe “Lenders”), each of the securitization subsidiaries from time to time party thereto, and Wxxxx Fargo Bank, National Association, as Administrative Agent the collateral agent, the account bank and L/C Issuerthe collateral custodian. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them provided in the Credit Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The Assignor identified undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on Schedule I hereto this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: [ ] XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Servicing Agreement, dated as of February 1, 2019 (as the same may be amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among Gxxxx Capital BDC Funding II LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Gxxxx Capital BDC, Inc., as the originator and servicer, Mxxxxx Sxxxxxx Senior Funding, Inc., in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), each of the lenders from time to time party thereto (the “AssignorLenders”), each of the securitization subsidiaries from time to time party thereto, and Wxxxx Fargo Bank, National Association, as the collateral agent, the account bank and the collateral custodian. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Pursuant to the provisions of Section 2.11 of the Loan and Servicing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Loan and Servicing Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: [ ] EXHIBIT M FORM OF JOINDER SUPPLEMENT JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, GXXXX CAPITAL BDC FUNDING II LLC, as the borrower (the “Borrower”) and MXXXXX SXXXXXX SENIOR FUNDING, INC., as the Assignee identified on Schedule I hereto administrative agent (the “AssigneeAdministrative Agent”) agree as follows:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 C-1-6 Form of Assignment and Assumption EXHIBIT C-2 FORM OF AFFILIATED ADMINISTRATIVE QUESTIONNAIRE [TO BE COMPLETED BY EACH LENDER ASSIGNMENT AND ASSUMPTION ON FORM PROVIDED DIRECTLY BY ADMINISTRATIVE AGENT] C-2-1 Form of Administrative Questionnaire EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserXxxxxx.xxx, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “BorrowerCompany”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation certain Subsidiaries of the AcquisitionCompany party thereto as Designated Borrowers pursuant thereto, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings each Lender from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and L/C Issuerthe Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (b) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto [NAME OF LENDER] By: Name: Title: Date: ____________ ___, _____ D-1 U.S. Tax Compliance Certificate EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “AssignorCompany”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ ___, _____ D-2 U.S. Tax Compliance Certificate EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ ___, _____ D-3 U.S. Tax Compliance Certificate EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers pursuant thereto, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ____________ ___, _____ D-4 U.S. Tax Compliance Certificate EXHIBIT E-1 FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: ____________ ___, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Amended and Restated Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Xxxxxx.xxx, Inc. (the “Company”), certain Subsidiaries of the Company from time to time party thereto pursuant thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of (the “New Borrower”) and the Assignee identified on Schedule I hereto Company hereby request that the New Borrower be entitled to receive Loans under the Credit Agreement. The New Borrower understands, acknowledges and agrees that (a) it shall not have any right to request any Loans for its account until the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.14 of the Credit Agreement, and (b) effective as of the date of the Designated Borrower Notice for such New Borrower, it shall be deemed to be a party to the Credit Agreement and a “Assignee”) agree as followsDesignated Borrower” for all purposes of the Credit Agreement and shall assume the obligations of a Designated Borrower under the Credit Agreement. Complete if the New Borrower is a Domestic Subsidiary: The true and correct U.S. taxpayer identification number of the New Borrower is . Complete if the New Borrower is a Foreign Subsidiary: The true and correct unique identification number that has been issued to the New Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile, emailed pdf or any other electronic means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION BORROWER ACCESSION AGREEMENT This BORROWER ACCESSION AGREEMENT dated as of [ ], 20[ ], among LOGMEIN, INC., a Delaware corporation (“LMI”), [NAME OF NEW BORROWER], a [ ] (the “New Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]February 18, 2018 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx PurchaserLMI, Inc.LogMeIn Ireland Holding Company Limited, a Delaware corporation an Irish incorporated limited liability company (“Purchaser” andLMI Ireland”), prior to the consummation each of the AcquisitionAdditional Borrowers party thereto (together with LMI and LMI Ireland, each a “Borrower” and collectively, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsBorrowers”), the other Subsidiaries of Holdings from time to time party Lenders parties thereto, and the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C IssuerAgent. Unless Capitalized terms used herein but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given assigned to them such terms in the Credit Agreement. The Assignor identified on Schedule I hereto (Under the “Assignor”) Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Borrowers. Each of LMI and the Assignee identified New Borrower represent and warrant that the representations and warranties of LMI in the Credit Agreement relating to the New Borrower and this Borrower Accession Agreement are true and correct in all material respects (or in all respects if already qualified by concepts of materiality) on Schedule I hereto (and as of the date hereof. LMI agrees that the guarantee of LMI and each other Domestic Borrower contained in the Credit Agreement will apply to the obligations of the New Borrower. Upon execution and delivery of this Borrower Accession Agreement by each of LMI, the New Borrower and the Administrative Agent and the satisfaction of all other requirements under Section 5.09(a) of the Credit Agreement, the New Borrower shall be a party to the Credit Agreement and a “Assignee”) agree Borrower” for all purposes thereof, and the New Borrower hereby agrees to be bound by all provisions of the Credit Agreement. THIS BORROWER ACCESSION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The provisions of Section 9.06 of the Credit Agreement as follows:to counterparts and electronic execution are hereby incorporated into this Borrower Accession Agreement by reference, mutatis mutandis, as if such provisions were fully set forth herein.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork without regard to its conflict of laws principles. XXXXXXX X-0 EXHIBIT 1.1(G) FORM OF AFFILIATED LENDER ASSIGNMENT AMENDED AND ASSUMPTION Reference RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP This Amended and Restated Continuing Agreement of Guaranty and Suretyship (this “Guaranty”), dated as of [ , 2016], is made to jointly and severally given by EACH OF THE UNDERSIGNED AND EACH OF THE OTHER PERSONS WHICH BECOME GUARANTORS HEREUNDER FROM TIME TO TIME (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”), in connection with that Second Amended and Restated Refinancing Credit and Guaranty Agreement, dated as of December [ ]June 22, 2018 2016, by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation and WABTEC COÖPERATIEF U.A., a coöperatieve vereniging met uitsluiting van aansprakelijkheid under the laws of the Netherlands (collectively referred to as the “Borrowers” and each as a “Borrower”), the Administrative Agent, the Lenders now or hereafter party thereto (the “Lenders”) and the Guarantors (as amended, restated, amended and restatedmodified, extended, or supplemented or otherwise modified in writing from time to timetime hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement, among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to and the consummation rules of construction set forth in Section 1.2 [Construction] of the Acquisition, Credit Agreement shall apply to this Guaranty. To induce the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement Lenders to make loans and used in this Affiliated Lender Assignment grant other financial accommodations to the Borrowers and Assumption (this “Assignment”) shall have the meanings given to them in Guarantors under the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) , each Guarantor jointly and the Assignee identified on Schedule I hereto (the “Assignee”) agree severally agrees as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made BID RATE NOTE September 27, 2018 FOR VALUE RECEIVED, the undersigned, UDR, INC., a Maryland corporation (the “Borrower”), hereby unconditionally promises to pay to _________________________ or registered assigns (the “Lender”), in care of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), to its address at 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other address as may be specified by the Administrative Agent to the Borrower, the aggregate unpaid principal amount of Bid Rate Loans made by the Lender to the Borrower under the Credit Agreement (defined below), on the dates and Guaranty in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Bid Rate Loan, at such office at the rates and on the dates provided in the Credit Agreement. This Bid Rate Note is one of the “Bid Rate Notes” referred to in the First Amended and Restated Credit Agreement, dated as of December [ ]September 27, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time financial institutions party thereto and Nomura Corporate Funding Americastheir assignees under Section 12.5. thereof, LLC (together with one or more sub-agents or designees)the Administrative Agent, as Administrative Agent and L/C Issuerthe other parties thereto, and evidences Bid Rate Loans made by the Lender thereunder. Unless Terms used but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall Bid Rate Note have the respective meanings given assigned to them in the Credit Agreement. The Assignor identified Credit Agreement provides for the acceleration of the maturity of this Bid Rate Note upon the occurrence of certain events and for prepayments of Bid Rate Loans upon the terms and conditions specified therein. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on Schedule I hereto (the “Assignor”) and part of the Assignee identified on Schedule I hereto (holder hereof shall operate as a waiver of such rights. Time is of the “Assignee”) agree as follows:essence for this Bid Rate Note. THIS BID RATE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

General Provisions. This Assignment shall With the express exception of any award, compensation, or payment made to Tenant for: (i) taking of the Tenant’s fixtures, equipment, furniture and other personal property, (ii) interruption of or damage to Tenant’s business, (iii) Tenant’s moving and relocation costs, or (iv) other damages which Tenant may become entitled by reason of Tenant’s interest in the Premises, all of which will be binding uponexclusively Tenant’s right to pursue and receive the award thereof from the appropriate government or agency or political subdivision, Tenant hereby irrevocably assigns to Landlord, subject to the terms hereof, any award, compensation or insurance payment to which Tenant may become entitled by reason of Tenant’s interest in the Premises if the use, occupancy or title of the Premises, or any part thereof, is taken, requisitioned or sold in, by or on account of any eminent domain proceeding or other action by any government or agency or political subdivision thereof having the power of eminent domain (herein referred to as a “Taking”). All awards and compensation payments on account of any Taking are herein referred to as “Compensation”. Tenant hereby acknowledges and agrees that Landlord may appear in any proceeding or action, to negotiate, prosecute and adjust any claim for any Compensation, and inure Landlord will collect any such Compensation, subject to the benefit ofterms hereof. Tenant will be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment, or assert its own claim to prove and receive an award for such Taking that represents compensation for its use or occupancy of the parties hereto and their respective successors and assigns. This Assignment Premises during the Term or any item specifically set forth above for which Tenant may be executed paid directly; provided, however, that such claim does not diminish or reduce Landlord’s claim in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:way.

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New York. XXXXXXX X-0 EXHIBIT I FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is PROMISSORY NOTE New York, New York [ ], 201[ ] FOR VALUE RECEIVED, the undersigned, CONCHO RESOURCES INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [ ] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 of the Credit Agreement) on the Maturity Date or the Swingline Maturity Date, as applicable, the aggregate unpaid principal amount, if any, of all advances made by the Lender to the Borrower in respect of Loans pursuant to the Credit Agreement. The Borrower further promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and Guaranty on the dates specified in Section 2.8 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to in Section 2.5(e) of the Second Amended and Restated Credit Agreement, dated as of December [ ]May 9, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto and Nomura Corporate Funding Americas(the “Lenders”), LLC (together with one or more sub-agents or designees)JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, Swingline Lender, and L/C a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). Unless otherwise defined hereinThis Promissory Note is subject to, terms defined and the Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Agreement Documents. The Loans evidenced hereby are subject to prepayment prior to the Maturity Date and used the Swingline Maturity Date, as applicable, in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them whole or in part, as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The Assignor identified rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on Schedule I hereto (this Promissory Note shall be made to the “Assignor”) Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.5 of the Credit Agreement, and such Person shall be treated as the Assignee identified on Schedule I hereto (Lender hereunder for all purposes of the “Assignee”) agree as follows:Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. CONCHO RESOURCES INC. By: Name: Title: Promissory Note Concho Resources Inc.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkNorth Carolina. XXXXXXX X-0 EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference ADMINISTRATIVE QUESTIONNAIRE [Please see attached] EXHIBIT C FORM OF GUARANTY CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Borrower”) by XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent under the Credit Agreement referenced herein (in such capacity and Guaranty together with its successors and assigns as permitted under the Credit Agreement, the “Agent”) and the Lenders, as such term is defined in that certain Term Loan Agreement dated as of December [ ]February 24, 2018 2012 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” ; capitalized terms used herein and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them set forth in the Credit Agreement. The Assignor identified on Schedule I hereto ) among the Borrower, the Agent, such Lenders, and the other parties thereto, the undersigned Guarantor (whether one or more the “AssignorGuarantor”, and if more than one jointly and severally) hereby furnishes to the Agent, for the benefit of the Agent and Lenders, its guaranty of the Assignee identified on Schedule I hereto Guaranteed Obligations (the “Assignee”as hereinafter defined) agree as follows:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this the Assignment. This Assignment shall be governed byTHIS ASSIGNMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401 OF THE GENERAL OBLIGATIONS LAW). XXXXXXX X-0 * * * EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made LOAN REQUEST [Date] National City Bank, as Administrative Agent for the Lenders party to the Credit Agreement referred to below [_________________] [_________________] [_________________] Attention: ___________ Ladies and Guaranty Gentlemen: TAL International Container Corporation, a Delaware corporation (the "Borrower"), submits this Loan Request pursuant to Section 12.3 of the Credit Agreement, dated as of December [ ]August ____, 2018 2007 (as amended, restated, amended and restated, extended, modified and/or supplemented or otherwise modified in writing from time to time, the “"Credit Agreement”," the capitalized terms defined therein being used herein as therein defined), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders lenders from time to time party thereto (the "Lenders"), and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)National City Bank, as Administrative Agent (the "Agent") and L/C Issueras Collateral Agent for such Lenders. Unless All capitalized terms used in this Loan Request shall have the meanings specified in the Credit Agreement unless otherwise defined herein. We hereby represent, warrant and certify to you that, as of the date hereof and after giving effect to the Loan requested hereby, (i) there exists no Default or Event of Default, (ii) all representations and warranties contained in the Credit Agreement and in each other Loan Document are true and correct in all material respects with the same effect as though such representations and warranties are being made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and (ii) the aggregate outstanding Extensions of Credit (after giving effect to this requested Loan) do not exceed the Aggregate Commitments. The Borrower requests that the Agent make a LIBOR Rate Loan on [proposed Funding Date] for the Interest Period commencing on [proposed Funding Date] ending on [______________ ____, ________] in the principal amount of [$_____________]. * * * Please acknowledge receipt of this letter by signing and returning to us the enclosed copy. Very truly yours, TAL INTERNATIONAL CONTAINER CORPORATION By:____________________________ Name: Title: EXHIBIT C-1 FORM OF REVOLVING CREDIT NOTE $________________ [Date] FOR VALUE RECEIVED, TAL INTERNATIONAL CONTAINER CORPORATION, a Delaware corporation (the "Borrower"), promises to pay to ____________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of National City Bank (the "Administrative Agent") initially located at _____________________________, on the Availability Termination Date (as defined in the Credit Agreement referred to below) the principal sum of _____________ DOLLARS ($_____) or, if less, the unpaid principal amount of all Revolving Credit Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates and used at the times provided in this Affiliated Lender Assignment Section 4 of the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and Assumption (this “Assignment”) shall have fees and, to the meanings given to them extent permitted by law, overdue interest from their due dates at a rate or rates determined as set forth in the Credit Agreement. The Assignor identified Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Funding Date of any Loan or at the time of receipt of any payment of principal on Schedule I hereto such Lender's Revolving Credit Note, an appropriate notation on such Revolving Credit Note's Record reflecting the making of such Loan or (as the “Assignor”case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Record shall be prima facie evidence absent manifest error of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. This Note is one of the Revolving Credit Notes referred to in the Credit Agreement, dated as of August _____, 2007 among the Borrower, the lenders from time to time party thereto (including the Lender), the Administrative Agent and the Assignee identified Collateral Agent (as amended, restated, modified and/or supplemented from time to time, the "Credit Agreement"), and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Credit Agreement). This Note is secured by the Security Documents (as defined in the Credit Agreement). This Note is subject to voluntary prepayment and mandatory repayment prior to the Availability Termination Date, in whole or in part, as provided in the Credit Agreement. All terms and provisions of the Credit Agreement are herein incorporated by reference as if set forth herein in their entirety. In the event of any conflict between this Revolving Credit Note, on Schedule I hereto the one hand, and the Credit Agreement, on the other hand, the Credit Agreement shall control. If an Event of Default (as defined in the “Assignee”Credit Agreement) agree as follows:shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 Annex 1-2 EXHIBIT E FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE , 20 FOR VALUE RECEIVED, HANGER, INC. (the “Borrower”) HEREBY PROMISES TO PAY to (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement referred to below (as shown in the records of the Lender or, at the Lender’s option, on the schedule attached hereto and Guaranty Agreementany continuation thereof). The undersigned further promises to pay interest on the unpaid principal amount of each Loan evidenced hereby from the date of such Loan until such Loan is paid in full, payable at the rates and at the times set forth in the Credit Agreement referred to below. Both principal and interest shall be payable in accordance with the Credit Agreement referred to below to Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), on behalf of the Lender, at the main office of the Agent in Dallas, Texas in immediately available funds. This Note is a Note referred to in, and is entitled to the benefits of, the Credit Agreement dated as of December [ ]March 6, 2018 among the Borrower, the financial institutions from time to time party thereto (including the Lender) and Bank of America, N.A., as Agent (as amended, restated, amended and restated, extended, modified or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C IssuerLoan Documents. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWER, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. HANGER, INC. By: Name: Title: Schedule I hereto (the “Assignor”) A Promissory Note Dated , 201 payable to [Lender] PRINCIPAL PAYMENTS Date Class Amount of Principal Borrowed Amount of Principal Repaid Unpaid Principal Balance Notation Made By Sch A-1 EXHIBIT F FORM OF SECURITY AGREEMENT [SEE ATTACHED] EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT made by HANGER, INC., as Borrower, and the Assignee identified on Schedule I hereto (the “Assignee”) agree certain of its Subsidiaries in favor of BANK OF AMERICA, N.A., as follows:Agent Dated as of March 6, 2018 TABLE OF CONTENTS Page

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this the Assignment. This Assignment shall be governed byTHIS ASSIGNMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). XXXXXXX X-0 * * * Annex I to Exhibit A EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION FINANCIAL STATEMENTS CERTIFICATE Reference is made to the Credit and Guaranty Agreement, dated as of December [ ]28, 2018 2012 (as amended, restated, amended and restated, extendedmodified, supplemented or otherwise modified in writing and/or extended from time to time, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), among Lxxxxx Purchaser, Inc., a Delaware corporation Anvil US 1 LLC (“Purchaser” andHoldings”), prior to the consummation of the AcquisitionGlobal Generations International Inc. (“U.S. Holdings”), Xxxxxxxx.xxx Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders Subsidiary Guarantors from time to time party thereto the several banks, financial institutions, institutional investors and Nomura Corporate Funding Americas, LLC other entities from time to time party to the Credit Agreement as lenders or holders of the Loans (together with one or more sub-agents or designees)the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent and L/C Issuer(the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”Pursuant to Section 8.2(b) shall have the meanings given to them in of the Credit Agreement. The Assignor identified on Schedule I hereto (, the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree undersigned, solely in his/her capacity as an Authorized Officer, certifies as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT 1.1(c) [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference OF] JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of [ , ], is made by and among [ , a ] (the “Subsidiary Guarantor”), OSI Systems, Inc., a Delaware corporation (the “Borrower”), and Xxxxx Fargo Bank, National Association (successor-by-merger to Wachovia Bank, National Association), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit and Guaranty Agreement, dated as of December [ ]October 15, 2018 2010 (as amended, restated, amended and restatedmodified, extended, restated, replaced, or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx Purchaserthe Borrower, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation Domestic Subsidiaries of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders Borrower from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeescollectively the “Guarantors”), as the lenders and other financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent and L/C IssuerAgent. Unless Capitalized terms used herein but not otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them provided in the Credit Agreement. The Assignor identified on Schedule I hereto (Subsidiary Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Assignor”) Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Assignee identified on Schedule I hereto (the “Assignee”) Borrower hereby agree as followsfollows with the Administrative Agent, for the benefit of the Lenders:

General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment Agreement. This Assignment Agreement, and any claim, controversy, dispute, cause of action, or proceeding (whether based in contract, tort, or otherwise) based upon, arising out of, connected with, or relating to this Assignment Agreement and the transactions contemplated hereby, and the rights and obligations of the parties under this Assignment Agreement, shall be governed by, and construed and interpreted in accordance with, the internal laws (and not the conflict of law rules) of the State state of New York. XXXXXXX X-0 EXHIBIT F-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) [Date] Reference is made to the that certain Credit and Guaranty Agreement, dated as of December [ ]March 14, 2018 2019, by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (“Holdings”), ORGANOGENESIS, INC., a Delaware corporation (“Organogenesis”) and PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with Holdings and Organogenesis, each individually a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time party thereto as lenders (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) (as may be amended, restated, amended and restated, extendedsupplemented, supplemented restructured or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior . Pursuant to the consummation provisions of Section 2.20 of the AcquisitionCredit Agreement, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation undersigned hereby certifies that (“LPP” i) it is the sole record and immediately upon consummation beneficial owner of the AcquisitionLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the “Borrower”)meaning of Section 881(c)(3)(A) of the Code, Lxxxxx International Manufacturing Corp., (iii) it is not a Delaware ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation (“Holdings”), related to the other Subsidiaries Borrower as described in Section 881(c)(3)(C) of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Code. The undersigned has furnished the Administrative Agent and L/C Issuerthe Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER THIS ASSIGNMENT AND ASSUMPTION Reference is made SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. CLEARBRIDGE ENERGY MLP FUND INC. EXHIBIT B FORM OF NOTE [Date] New York, New York FOR VALUE RECEIVED, ClearBridge Energy MLP Fund Inc., a Maryland corporation (the “Borrower”) hereby promises to pay to the order of [Name of Lender] (the “Lender”) the unpaid principal amount of the Loans made by the Lender, in the amounts and at the times set forth in the Credit and Guaranty Agreement, dated as of December [ ]May 29, 2018 2018, among the Borrower, the Lenders party thereto, and The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”) (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior and to pay interest from the consummation date hereof on the principal balance of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Loans from time to time party theretooutstanding, until such principal is paid, at the Lenders rate or rates and at the times set forth in the Credit Agreement, in each case at the office of the Administrative Agent specified therefor in the Credit Agreement, or at such other place as the Administrative Agent may specify from time to time party thereto and Nomura Corporate Funding Americastime, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuerin lawful money of the United States of America in immediately available funds. Unless otherwise defined herein, terms Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein. The Loans evidenced by this Note are prepayable in this Affiliated Lender Assignment the amounts, and Assumption (this “Assignment”) shall have under the meanings given circumstances, and their respective maturities are subject to them acceleration upon the terms, set forth in the Credit Agreement. This Note is subject to, and should be construed in accordance with, the provisions of the Credit Agreement, and is entitled to the benefits of any collateral security set forth in the Loan Documents. The Assignor identified Lender is hereby authorized to record on the Loan Schedule I hereto annexed hereto, and any continuation sheet(s) which the Lender may attach thereto, the date, amount, type, Interest Period, Applicable Rate, Maturity Date and amount of repayment for each Loan. The entries made in the Loan Schedule shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations of the Borrower hereunder, provided that the failure to so record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of the Loan Documents. Except as specifically otherwise provided in the Credit Agreement, the Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Note. Whenever in this Note any Person is referred to, such reference shall be deemed to include the successors and permitted assigns of such Person. The Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). No failure or delay by the “Assignor”Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Neither this Note nor any provision hereof may be waived, amended or modified, nor shall any departure therefrom be consented to, except in accordance with Section 10.2 of the Credit Agreement. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement. This Note, and the Assignee identified obligations of the Borrower hereunder, are secured by the Security Agreement. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or the other Loan Documents, or for recognition or enforcement of any judgment, and the Borrower hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State, Federal and appellate courts. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on Schedule I hereto the judgment or in any other manner provided by law. Nothing in this Note shall affect any right that the Lender or the Administrative Agent may otherwise have to bring any action or proceeding relating to this Note or the other Loan Documents against the Borrower, or any of its property, in the courts of any jurisdiction. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note or the other Loan Documents in any court referred to in the preceding paragraph hereof. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower irrevocably consents to service of process in the manner provided for notices herein. Nothing herein will affect the right of the Lender or the Administrative Agent to serve process in any other manner permitted by law. THE BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. THE BORROWER (the “Assignee”A) agree as follows:CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance withwith the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. XXXXXXX X-0 FORM OF AFFILIATED LENDER 6 The concept of “Foreign Lender” should be conformed to the section in the Term Loan Agreement governing withholding taxes and gross-up. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION Reference ASSUMPTION, Solo Page EXHIBIT B TO SMITHFIELD FOODS, INC. TERM LOAN AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE This Compliance Certificate is made delivered pursuant to Section 5.01(c) of the Credit and Guaranty Term Loan Agreement, (dated as of December [ ]July 2, 2018 2009 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, time (the “Credit Term Loan Agreement”), among Lxxxxx PurchaserSmithfield Foods, Inc., a Delaware corporation Inc. (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Productsthe Lenders party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, Inc.New York Branch, a Delaware corporation as administrative agent (“LPP” and immediately upon consummation of the Acquisitionin such capacity, the “BorrowerAdministrative Agent”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Term Loan Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to its conflict of laws principles. XXXXXXX X-0 EXHIBIT 1.1(N) FORM OF AFFILIATED LENDER ASSIGNMENT REVOLVING CREDIT NOTE US$ Pittsburgh, Pennsylvania April , 2009 FOR VALUE RECEIVED, the undersigned, THE DAYTON POWER AND ASSUMPTION Reference is LIGHT COMPANY., an Ohio corporation (herein called the “Borrower”), hereby promises to pay to the order of (the “Lender”), the lesser of (i) the principal sum of UNITED STATES DOLLARS (US$ ), or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit and Guaranty Agreement, dated as of December [ ]even date herewith, 2018 among the Borrower, the Lenders now or hereafter party thereto and PNC Bank, National Association, as administrative agent (hereinafter referred to in such capacity as the “Administrative Agent”) (as amended, restated, amended and restatedmodified, extended, or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaserpayable by 11:00 a.m. eastern time on the Expiration Date, Inc., a Delaware corporation (“Purchaser” and, prior to together with interest on the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings unpaid principal balance hereof from time to time party theretooutstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Lenders Credit Agreement. Interest on the unpaid principal balance hereof from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in outstanding from the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have date hereof will be payable at the meanings given to them times provided for in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, the Borrower shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 3.3 [Interest After Default] of the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of the Administrative Agent located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 unless otherwise directed in writing by the Administrative Agent, in lawful money of the United States of America in immediately available funds. This Note is one of the Notes evidencing Revolving Credit Loans referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants and conditions contained or granted therein. The Assignor identified Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on Schedule I hereto (account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and, as provided therein, the Credit Agreement. This Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the “AssignorBorrower”) , the “Administrative Agent” and the Assignee identified on Schedule I “Lender” shall be deemed to apply to the Borrower, the Administrative Agent and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement. Except as permitted by Section 10.8.2 of the Credit Agreement, this Note may not be assigned by the Lender to any Person. This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto (and thereto shall for all purposes be governed, by and construed and enforced in accordance with, the “Assignee”) agree as follows:internal laws of the State of New York without giving effect to its conflicts of law principles. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement. [SIGNATURE PAGE TO REVOLVING CREDIT NOTE]

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION EXHIBIT C COMPLIANCE CERTIFICATE Financial Statement Date: To: Regions Bank, as Administrative Agent Ladies and Gentlemen: Reference is made to the Credit First Amended and Guaranty Agreement, Restated Loan Agreement dated as of December [ ]2, 2018 2005 (as amendedsuch agreement, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetogether with all amendments, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Lxxxxx PurchaserCitizens, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time Banks party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees)Regions Bank, as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit AgreementAgent. The Assignor identified undersigned Authorized Signatory hereby certifies as of the date hereof that he is the chief financial officer [chief accounting officer] of Borrower, and that, as such, he is authorized to execute and deliver this Certificate to Administrative Agent on Schedule I the behalf of Borrower and that: [Use following for fiscal year-end financial statements required by Section 6.2(a] Attached hereto are audited consolidated and unaudited consolidating annual financial statements required by Section 6.2(a) of the Agreement showing the consolidated and consolidating financial condition, results of operations and cash flows of Borrower and its Subsidiaries, as of, and for the fiscal year ended on, the last day of such fiscal year, accompanied by an unqualified opinion of nationally recognized independent certified public accountants, which opinion states that said consolidated financial statements have been prepared in accordance with GAAP consistently applied. [Use following for the fiscal quarter-end financial statements required by Section 6.2(b)] Attached are unaudited consolidated quarterly financial statements required by Section 6.2(b) of the Agreement, showing the consolidated and consolidating financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of, and for the quarter ended on, such last day (subject to year-end adjustment), prepared in accordance with GAAP (other than the “Assignor”absence of footnotes). Such financial statements present fairly in all material respects the financial condition, results of operations and cash flows of Borrower and its consolidated Subsidiaries and the results of their operations (subject to year-end adjustment). [select one:] [to the best knowledge of the undersigned during such fiscal period, no Default or unmatured Default exists.] —or— [the following covenants or conditions have not been performed or observed and the following is a list of each such Default or unmatured Default (and, to the best knowledge of the undersigned, are the only Defaults and unmatured Default that exist) and its nature and status:] The financial covenant analyses and information set forth on the Assignee identified attached Schedule 1 are true and accurate on Schedule I hereto (and as of the “Assignee”) agree as follows:date of this Certificate.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tiff” attachment shall be effective as delivery of a manually executed counterpart of this AssignmentAffiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. XXXXXXX X-0 EXHIBIT [FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION OF] BORROWING REQUEST Credit Suisse AG, Cayman Islands Branch as Administrative Agent for the Lenders referred to below [●] [●] [●], 20[●]15 Ladies and Gentlemen: Reference is hereby made to the that certain Credit and Guaranty Agreement, dated as of December [ ]August 1, 2018 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified and in writing from time to timeeffect on the date hereof, the “Credit Agreement”), among Lxxxxx Purchaserby and among, inter alios, INC Research Holdings, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Administrative Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time borrowers party theretothereto (each a “Borrower” and collectively with the Administrative Borrower, the “Borrowers”), the Lenders from time to time party thereto thereto, and Nomura Corporate Funding AmericasCredit Suisse AG, LLC Cayman Islands Branch (together with one or more sub-agents or designees“Credit Suisse”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent and L/C IssuerAgent”). Unless otherwise defined herein, terms Terms defined in the Credit Agreement and are used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have herein with the same meanings given unless otherwise defined herein. The undersigned hereby gives you notice pursuant to them in Section 2.03 of the Credit Agreement. The Assignor identified Agreement that it requests the Borrowings under the Credit Agreement to be made on Schedule I hereto ([●] [●] , 20[●] , and in that connection sets forth below the “Assignor”) and terms on which the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsBorrowings are requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkNorth Carolina. XXXXXXX X-0 Form of Assignment and Assumption EXHIBIT E FORM OF AFFILIATED LENDER ASSIGNMENT THIRD AMENDED AND ASSUMPTION RESTATED SUBSIDIARY GUARANTY See attached. E-1 Form of Second Amended and Restated Subsidiary Guaranty EXHIBIT F FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: __________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the (i) that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]July 23, 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Revolving Credit Agreement”; all terms used herein but not otherwise defined herein have the respective meanings given thereto in the Revolving Credit Agreement), among Lxxxxx PurchaserSonic Automotive, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the other lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent (in such capacity, the “Revolving Administrative Agent”), Swing Line Lender and an L/C Issuer and Wells Fargo Bank, National Association, as an L/C Issuer and (ii) that certain Second Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of July 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Floorplan Credit Agreement”; and collectively with the Revolving Credit Agreement, the “Credit Agreements”), among the Company, certain Subsidiaries of Holdings the Company from time to time party thereto, the Lenders lenders from time to time party thereto and Nomura Corporate Funding Americasthereto, LLC (together with one or more sub-agents or designees)Bank of America, N.A., as Administrative Agent (in such capacity, the “Floorplan Administrative Agent”, and L/C Issuer. Unless otherwise defined hereincollectively with the Revolving Administrative Agent, terms the “Administrative Agents”), New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties (as defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Floorplan Credit Agreement). The Assignor identified undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agents on Schedule I hereto (the “Assignor”) behalf of the Company, and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:that: [Use following paragraph 1 for fiscal year-end financial statements]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT D Intentionally Omitted EXHIBIT E FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of , 2012 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Borrower”), each subsidiary of the Borrower listed on Schedule I hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Credit and Guaranty Agreement, 364-Day Bridge Loan Agreement dated as of December [ ]April 3, 2018 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as the Administrative Agent Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them conditions set forth in the Credit Agreement. The Assignor identified on Schedule I obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT F-2 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is ADMINISTRATIVE QUESTIONNAIRE [see attached] F-2-1 Form of Administrative Questionnaire F-2-2 Form of Administrative Questionnaire F-2-3 Form of Administrative Questionnaire F-2-4 Form of Administrative Questionnaire F-2-5 Form of Administrative Questionnaire EXHIBIT G FORM OF JOINDER AGREEMENT JOINDER AGREEMENT, dated as of ___, 20__ (this “Joinder Agreement”), made by Apple Hospitality REIT, Inc. (the “Borrower”) and the Subsidiary[ies] of Apple Hospitality REIT, Inc. signatory hereto ([each] a “New Subsidiary Guarantor”), in favor of Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders referred to the in that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of December [ ]July 25, 2018 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Lxxxxx Purchaserthe Borrower, Inc.certain subsidiaries of Apple Hospitality REIT, a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings Inc. from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C IssuerIssuers party thereto and Bank of America, N.A., as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule W I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as followsT N E S S E T H:

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New York. XXXXXXX X-0 10-Q EXHIBIT I FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made PROMISSORY NOTE New York, New York [__________], 201[__] FOR VALUE RECEIVED, the undersigned, Chesapeake Energy Corporation, an Oklahoma corporation (the “Borrower”), hereby unconditionally promises to pay to [__________] or its registered assigns (the “Lender”), at the Administrative Agent’s Office or at such other place as the Administrative Agent shall have specified for such purpose by notice to the Borrower, in Dollars and in immediately available funds, in accordance with the Credit Agreement (as defined below; capitalized terms used and Guaranty not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement) on the Maturity Date, [(i)] the aggregate unpaid principal amount, if any, of all Loans made by the Lender to the Borrower [and (ii) the aggregate unpaid principal amount, if any, of all Swingline Loans made by the Lender to the Borrower]1. The Borrower further promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates per annum and on the dates specified in Section 2.8 of the Credit Agreement. This Promissory Note is one of the promissory notes referred to in Section 2.5(e) of that certain Credit Agreement, dated as of December [ [], 2018 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings lenders from time to time party thereto, the Lenders MUFG UNION BANK, N.A., as Administrative Agent, a Swingline Lender, and a Letter of Credit Issuer, and each other Swingline Lender and Letter of Credit Issuer from time to time party thereto thereto. This Promissory Note is subject to, and Nomura Corporate Funding Americasthe Lender is entitled to the benefits of, LLC (together with one the provisions of the Credit Agreement, and the Loans [and Swingline Loans] evidenced hereby are guaranteed and secured as and to the extent provided therein and in the other Credit Documents. The Loans [and Swingline Loans] evidenced hereby are, in each case, subject to prepayment prior to the Maturity Date, in whole or more sub-agents or designees)in part, as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them provided in the Credit Agreement. All parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the Lender would otherwise have on any future occasion. The Assignor identified rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. All payments in respect of the principal of and interest on Schedule I hereto (this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in ______________________ 1 NTD: Insert bracketed language if “Assignor”) Lender” under this promissory note is also a Swingline Lender. Section 2.5 of the Credit Agreement, and such Person shall be treated as the Assignee identified on Schedule I hereto (Lender hereunder for all purposes of the “Assignee”) agree as follows:Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. CHESAPEAKE ENERGY CORPORATION By: Name: Title: Promissory Note Chesapeake Energy Corporation

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 EXHIBIT E FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOTE , 20 FOR VALUE RECEIVED, HANGER, INC. (the “Borrower”) HEREBY PROMISES TO PAY to the order of (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement referred to below (as shown in the records of the Lender or, at the Lender’s option, on the schedule attached hereto and Guaranty Agreementany continuation thereof). The undersigned further promises to pay interest on the unpaid principal amount of each Loan evidenced hereby from the date of such Loan until such Loan is paid in full, payable at the rates and at the times set forth in the Credit Agreement referred to below. Both principal and interest shall be payable in accordance with the Credit Agreement referred to below to Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), on behalf of the Lender, at the main office of the Agent in Dallas, Texas in immediately available funds. This Note is a Note referred to in, and is entitled to the benefits of, the Credit Agreement dated as of December [ ]June 17, 2018 2013 among the Borrower, the financial institutions from time to time party thereto (including the Lender) and Bank of America, N.A., as Agent (as amended, restated, amended and restated, extended, modified or supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C IssuerLoan Documents. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT THE BORROWERS, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. HANGER, INC. By: Name: Title: Schedule I hereto (A Promissory Note Dated , 201 payable to the “Assignor”) order of [Lender] PRINCIPAL PAYMENTS Date Class Amount of Principal Borrowed Amount of Principal Repaid Unpaid Principal Balance Notation Made By EXHIBIT F FORM OF SECURITY AGREEMENT EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT made by HANGER, INC., as Borrower, and the Assignee identified on Schedule I hereto (the “Assignee”) agree certain of its Subsidiaries in favor of BANK OF AMERICA, N.A., as follows:Administrative Agent Dated as of June 17, 2013 TABLE OF CONTENTS Page

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 This Assignment and Assumption shall not be effective until recorded in the Register. Each Lender participating in any assignment to Affiliated Lenders acknowledges and agrees that in connection with such assignment, (1) the Affiliated Lenders then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Affiliated Lenders or any of their respective Subsidiaries, the Holdings Guarantors, the Borrowers or any of their respective Subsidiaries, the Administrative Agent or any other Agent-Related Persons, has made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Affiliated Lenders or any of their respective Subsidiaries, the Holdings Guarantors, the Borrowers or any of their respective Subsidiaries shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Administrative Agent or any other Agent-Related Persons shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Administrative Agent and any other Agent-Related Persons, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (5) that the Excluded Information may not be available to the Administrative Agent or the other Lenders. EXHIBIT M FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, ABL INTERCREDITOR AGREEMENT [attached] EXHIBIT A ABL INTERCREDITOR AGREEMENT dated as of December [ ]August 6, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”)2019, among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasHC GROUP HOLDINGS II, LLC (together with one or more sub-agents or designees)as the Initial Borrower, BIOSCRIP, INC. as the Parent Borrower, EACH OF THE OTHER OBLIGORS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the ABL Credit Agreement Collateral Agent; BANK OF AMERICA, N.A., as First Lien Credit Agreement Collateral Agent; ANKURA TRUST COMPANY, LLC as Second Lien Notes Collateral Agent, and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:EACH OTHER AGENT PARTY HERETO TABLE OF CONTENTS Page

General Provisions. This Assignment All of the parties hereto, including the undersigned, and any indorser, surety, or guarantor, hereby jointly and severally waive presentment, notice of dishonor, protest, notice of protest, and I diligence in bringing suit against any party hereto, waive the defenses of impairment of collateral for the obligation evidenced hereby, impairment of a person against whom the Bank has any right of recourse, and any defenses of any accommodation maker and consent that, without discharging any of them, the time of payment and any other provision of this promissory note may be extended or modified an unlimited number of times before or after maturity without notice to the undersigned. The undersigned jointly and severally agree that they will pay the obligations evidenced hereby, irrespective of any action or lack of action on Bank’s part in connection with the acquisition, perfection, possession, enforcement, disposition, or modification of all the obligations evidenced hereby or any and all security therefor, and no omission or delay on Bank’s part in exercising any right against, or taking any action to collect from or pursue Bank’s remedies against any party hereto will release, discharge, or modify the duties of the undersigned to make payments hereunder. The undersigned agree that Bank will not be required to pursue or exhaust any of its rights or remedies against the undersigned or any guarantors of the obligations evidenced hereby with respect to the payment of any said obligations, or to pursue, exhaust or preserve any of Bank’s rights or remedies with respect to any collateral, security or other guaranties given to secure said obligations. The obligations evidenced hereby may from time to time be evidenced by another note or notes given in substitution, renewal or extension hereof. Any security interest or mortgage which secures the obligations evidenced hereby shall remain in full force and effect notwithstanding any such substitution, renewal, or extension. The captions used herein are for references only and shall not be deemed a part of this Note. If any of the terms or provisions of this Note shall be binding upon, and inure to the benefit ofdeemed unenforceable, the parties hereto enforceability of the remaining terms and their respective successors and assignsprovisions shall not be affected. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment Note shall be governed by, by and construed in accordance with, with the law of the State of New York. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Ohio.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic format (including .pdf) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 Exhibit E EXHIBIT F FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION CREDIT PRODUCT NOTICE [Letterhead of Specified Credit Product Provider] [Date] BMO Xxxxxx Bank N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxxx Xxxx Reference is hereby made to the that certain Credit and Guaranty Agreement, dated as of December [ ]31, 2018 2020 (as amended, restated, amended and restatedsupplemented, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by and among Lxxxxx PurchaserLandec Corporation, a Delaware corporation, Curation Foods, Inc., a Delaware corporation, Lifecore Biomedical, Inc., a Delaware corporation (“Purchaser” andcollectively, prior with each other party that executes a joinder to the consummation of the AcquisitionCredit Agreement as a borrower, whether pursuant to Section 7.12 or otherwise, the “Borrowers” and each, a “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders each Guarantor from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designeesthe Borrowers, the “Loan Parties”), each Lender from time to time party thereto (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and BMO Xxxxxx Bank N.A., as administrative agent for the Lenders (“Administrative Agent Agent”), Swing Line Lender and L/C a Letter of Credit Issuer. Unless otherwise Capitalized terms used herein but not specifically defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given ascribed to them in the Credit Agreement. The Assignor identified on Schedule I hereto Reference is also made to that certain [describe the Credit Product Arrangement] (the “AssignorSpecified Credit Product Arrangement”) dated as of [__________] by and between [Lender or Affiliate of Lender] (the “Specified Credit Product Provider”) and [identify the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:Loan Party or Subsidiary].

General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 Table of Contents EXHIBIT B FORM OF AFFILIATED LENDER ASSIGNMENT AMENDED AND ASSUMPTION Reference is made to the Credit and Guaranty Agreement, RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY dated as of December [ [_], 2018 2011 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of Manufacturers and Traders Trust Company, as Administrative Agent (together with its successors and assigns, the “Agent”) for the benefit of the Lenders (as defined below) under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement), by and among Lxxxxx PurchaserHome Properties, Inc.L.P., a Delaware corporation New York limited partnership (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool ProductsHome Properties, Inc., a Delaware Maryland corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsCompany”), the lenders party thereto and their assignees under Section 9.04. thereof (the “Lenders”), the Agent and the other Subsidiaries parties thereto, for the benefit of Holdings from time to time party theretothe Agent, the Lenders from time to time party thereto and Nomura Corporate Funding Americasthe Issuing Bank (the Agent, LLC (the Lenders, and the Issuing Bank, together with one or more sub-agents or designees)their respective successors and assigns, as Administrative Agent each individually a “Guarantied Party” and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (collectively the “AssignorGuarantied Parties”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:).

General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. XXXXXXX X-0 FORM EXHIBIT N NOTICE OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is made AN OFFER TO PURCHASE Offer to Purchase for Cash the Outstanding Term Loans listed below in the Maximum Offer Amount specified below at a Purchase Price Not Greater than the Maximum Purchase Price specified below Nor Less than the Minimum Purchase Price specified below Outstanding Loans Maximum Offer Amount Maximum Purchase Price (per $1,000 principal face amount) Minimum Purchase Price (per $1,000 principal face amount) Term Loans $[ ] $[ ] $[ ] The offer to purchase (as set forth herein, the “Purchase Offer”) Term Loans (as defined in the Credit Agreement (as defined herein)) will expire at [TIME], New York City time, on [DATE] (the “Expiration Time”). Lenders (as defined in the Credit Agreement) owning Term Loans seeking to accept the Purchase Offer must send in via facsimile or email to the attention of Xxxx Xxxxxxx (Fax. No.: (000) 000-0000; email: xxxxxxx.xxxxxxx@xxxxxxxx.xxx) an offer in the form of Annex A hereto (the “Sale Offer”) and a validly executed Assignment and Assumption Agreement in the form of Annex B hereto, in each case prior to the Expiration Time. Subject to the terms and conditions in this Notice of an Offer to Purchase, the Outline of Auction Mechanics (the “Auction Mechanics”) and the related documents (collectively, the “Offer Documents”), Amerigroup Corporation (“we”, “us” or “Purchaser”) is offering to purchase for cash $[ ] (such amount, the “Maximum Offer Amount”) in aggregate principal face amount of Term Loans outstanding under the Credit Agreement at a purchase price not greater than $[ ] (such amount, the “Maximum Purchase Price”) nor less than $[ ] (such amount, the “Minimum Purchase Price”) per $1,000 principal face amount at a price determined by the “Modified Dutch Auction” procedures described below. The Purchaser may increase the Maximum Offer Amount at any time, and Guaranty Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of fifth Business Day after the AcquisitionAdministrative Agent has initially determined the Clearing Price (as defined below). If the Purchaser so elects, the “Borrower”)Administrative Agent, Lxxxxx Pool Productsin consultation with the Purchaser, Inc., a Delaware corporation (“LPP” and immediately upon consummation of shall redetermine the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified Clearing Price based on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:such increased Maximum Offer Amount.

General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrumentagreement, and any of the parties hereto may execute this Assignment Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment Agreement. This Assignment Agreement shall be governed by, and construed in accordance withwith the internal laws (including Sections 5.1401 and 5.1402 of the General Obligations Law, but otherwise without regard to the law conflict of laws provisions thereof) of the State of New York, but giving effect to all federal laws applicable to national banks. XXXXXXX X-0 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is EXHIBIT C NOTE [Date] Pepco Holdings, Inc. (the “Borrower”) promises to pay to ________________ (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement (as defined below), at the office of the Agent, together with interest on the unpaid principal amount hereof at the rates and Guaranty on the dates set forth in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Amended and Restated Credit Agreement dated as of December [ ]October 16, 2018 2009 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the consummation of the AcquisitionBorrower, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“Holdings”), the other Subsidiaries of Holdings from time to time lenders party thereto, including the Lenders from time to time party thereto Lender, and Nomura Corporate Funding AmericasBank of America, LLC (together with one or more sub-agents or designees)N.A., as Administrative Agent Agent, to which Credit Agreement reference is hereby made for a statement of the terms and L/C Issuerconditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Unless Capitalized terms used herein and not otherwise defined herein, terms defined in the Credit Agreement and herein are used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have with the meanings given attributed to them in the Credit Agreement. The Assignor identified on Schedule I hereto All payments hereunder shall be made in lawful money of the United States of America and in immediately available funds. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (the “Assignor”INCLUDING SECTIONS 5.1401 AND 5.1402 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. PEPCO HOLDINGS, INC. By: Print Name: Title: SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF PEPCO HOLDINGS, INC. DATED ____________________ Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid Unpaid Balance

General Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment Agreement. This Assignment Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. XXXXXXX X-0 Annex 1 EXHIBIT F-1 FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) [Date] Reference is made to the that certain Credit and Guaranty Agreement, dated as of December [ February [__], 2018 2015, by and among BENEFITFOCUS, INC., a Delaware corporation (“Parent”), XXXXXXXXXXXX.XXX, INC., a South Carolina corporation (“Xxxxxxxxxxxx.xxx”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Benefit Informatics”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with Parent, Xxxxxxxxxxxx.xxx and Benefit Informatics, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and COMERICA BANK, as documentation agent (in such capacity, the “Documentation Agent”) (as amended, restated, amended and restated, extendedsupplemented, supplemented restructured or otherwise modified in writing from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior . Pursuant to the consummation provisions of Section 2.20 of the AcquisitionCredit Agreement, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation undersigned hereby certifies that (“LPP” i) it is the sole record and immediately upon consummation beneficial owner of the AcquisitionLoan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the “Borrower”)meaning of Section 881(c)(3)(A) of the Code, Lxxxxx International Manufacturing Corp., (iii) it is not a Delaware ten percent shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation (“Holdings”), related to any of the other Subsidiaries Borrowers as described in Section 881(c)(3)(C) of Holdings from time to time party thereto, the Lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC (together with one or more sub-agents or designees), as Code. The undersigned has furnished the Administrative Agent and L/C Issuerthe Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this AssignmentAssignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. XXXXXXX X-0 ______________________ Select as applicable. 666 EXHIBIT B TO CREDIT AGREEMENT [FORM OF] NOTE $[ ] New York, New York , 20[ ] FOR VALUE RECEIVED, the undersigned, Kimco Realty Corporation , a Maryland corporation (“Kimco”), hereby unconditionally promises to pay to the order of (the “Lender”) at the office of THE BANK OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION Reference is NOVA SCOTIA, located at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address as the Administrative Agent may hereafter specify by notice to Kimco), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Loans made by the Lender to Kimco pursuant to Section 2.2 or Section 10.8 of the Credit Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement. Kimco further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and Guaranty on the dates specified in Section 2.6 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, currency and amount of each Loan made pursuant to the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of Kimco in respect of such Loan. This Note (a) is one of the Notes referred to in the Credit Agreement dated as of December [ ]April 17, 2018 2009 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kimco, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”), The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in writing whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Credit Agreement and the Subsidiary Guarantees, if any. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 667 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. NOTE 668 KIMCO REALTY CORPORATION By: Name: Xxxxx X. Xxxxx Title: Vice President, Treasurer and Chief Accounting Officer NOTE 669 Schedule A To Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By NOTE 670 Schedule B To Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to or Continued as Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT C TO CREDIT AGREEMENT [FORM OF] SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of [ ] (as amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), made by each of the subsidiaries of KIMCO REALTY CORPORATION that are signatories hereto (the “Subsidiary Guarantors”), in favor of THE BANK OF NOVA SCOTIA, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (the “Lenders”), dated as of April 17, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Lxxxxx Purchaser, Inc., a Delaware corporation KIMCO REALTY CORPORATION (“Purchaser” and, prior to the consummation of the Acquisition, the “Borrower”), Lxxxxx Pool Products, Inc., a Delaware corporation (“LPP” and immediately upon consummation of the Acquisition, the “Borrower”), Lxxxxx International Manufacturing Corp., a Delaware corporation (“HoldingsKimco”), the other Subsidiaries of Holdings from time to time party theretoLenders, the Lenders from time to time party thereto and Nomura Corporate Funding AmericasAdministrative Agent, LLC (together with one or more sub-agents or designees), as Administrative Agent and L/C Issuer. Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Affiliated Lender Assignment and Assumption (this “Assignment”) shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:other agents parties thereto.